The Balance VI
by bearhug562000
Summary: Banished to a bizarre world, our protagonists are on their own, helpless to help anyone back in Sunnydale. And now they're not alone…
1. Prologue: The Mysterious Creature

The Balance VI

Rating: R

Disclaimer: I don't own the Buffy and Angel characters, but the other characters and the plot are mine.

Summary: Banished to a bizarre world, our protagonists are on their own, helpless to help anyone back in Sunnydale. And now they're not alone…

Special Note: This takes place immediately after the Balance V.

* * *

They stared at the creature.

It stared back.

They blinked.

It blinked in response.

Giles slowly took off his glasses, polished them thoroughly, and then put them back on.

That didn't help.

He still couldn't believe his eyes.

It was small, about two feet long, with a foot-long neck; its body very strongly resembled a long-necked baby seal, with one astonishing difference:

Where a seal's head and face would be, there was Neil's head and face, beard and hair included, scaled in proportion to its tiny body. There was a small scar on the right side of its face, near its right eye.

"Holy crap…" Buffy whispered.

"I repeat, what the FUCK is that?" Faith asked, pointing at the…thing.

"S-seconded." Xander stammered.

"And why does it have Neil's face?!" Helen exclaimed.

"I have absolutely no idea." Giles offered.

"You think it's dangerous?" Willow wondered.

"Just in case, let's not piss it off! It might have…friends." Cordelia commented, glancing around nervously.

The bizarre little being suddenly sat on its haunches, startling them. It cocked its small head to the left as it regarded them.

"Why's it doing that for?" Buffy asked.

"That means it's puzzled. Ever have a dog?" Athena explained.

"Oh! And no."

"That would make sense. It's as curious about us as we are about it." Giles agreed.

Athena was ready and eager to reply when the most amazing thing occurred.

"Who you?"

(Buffy credits, get rolling!!!)


	2. The Seal Neil

Everyone's jaws dropped off and rolled around the ground (figuratively speaking of course.)

"I-it s-spoke! H-how d-did i-it j-just s-speak?!!!!" Xander yelled in feverent denial, extending his index fingers out with his arms bent at the elbows and shaking his hands violently.

"Me often have much speakings in me, interesting Two-Leg creatures." It said, obviously mystified.

"M-maybe it didn't sp-speak, we probably just imagined it!" Willow rationalized, ignoring what it said.

"Yeah, we've b-been through a l-lot, you know?" Buffy said, trying to support Willow's feeble attempt at rationalizing.

Giles sighed.

"Jesus, Mary, and Joseph! The damn motherfucking thing actually spoke!!! **OKAY???!!!**" Hera snapped at them.

"Listen to the Amazon! Give denial a kick in the balls and run away **FROM IT! OKAY???!!!" **Cordelia screamed, throwing up her hands.

Buffy, Willow, and Xander looked a little cowed.

"I think you're spooking it." Oz suddenly said.

They looked at it, and it did seem a little nervous now, its head whipping back and forth, watching them carefully. Then it spoke again in its extremely goofy and childlike version of Neil's voice.

"Why you yell at each other? That not have niceness."

"Huh?" Buffy said.

Diana and Athena looked at each other, and then they moved toward it, Diana giving Artemis to Faith. They both began to look alarmed.

"Diana, what are yo-?"

"Athena, wait a minute. I do-"

"It's going to be alright." Athena assured Faith and Artemis, looking back at them.

"Well, don't come crying to us if it rips your throats ou-" Cordelia began.

"SSSHHH!!!" everyone else scolded her.

Cordy shut up.

Athena and Diana got on their knees, bringing themselves to the creature's level, and as a result, looking less threatening. It looked back and forth at them uncertainly.

"We're apologetic for raising our voices, but we're under a lot of tension." Diana said to it.

"Ten-sion?" it repeated.

"Yep, and we're a little lost." Athena said.

"Lo-st?"

"Very lost. A malevolent force sent us here, and we don't know how to return. Will you assist us?" Diana asked.

Looking calmer, it looked at them again, and then raised one of its front flippers upward. It was like it was holding it under its chin in a thoughtful pose even though it was nowhere near its chin. It stared at the ground for a moment, and then a slim tentacle emerged from its shoulder and scratched its head, surprising everyone. It looked back up at them once more.

"Are your heads very nice?"

"The nicest!!!" Athena replied, whipping her muscular arm around in a "for sure!" movement.

Its head jerked back suddenly, and the side of its mouth started twitching rapidly. It looked at the ground, and then looked at Athena, then back at the ground. It repeated this sequence several times.

"What the hell is it doing?" Buffy wondered.

"Got me, B." Faith answered.

Without warning, it leapt straight up into the air and yelled "EP!!!!" as loud as it could, then it started running around them all in a circle crying "Ep! Ep! Ep!" about three times before stopping in front of Diana and Athena.

"New friends! New friends!" it shouted happily, bounding from back flippers to front flippers to side flippers in a sort of crazy dance, "whoo whoo! whoo whoo! whoo whoo!!! Me love new friends!!!"

Numerous tentacles emerged from its body and it waved them all around, going: "Hoo hoo hoo hoo hoo!!!"

Then it sat on its haunches and started clapping its front flippers together, like a human would applaud a great performance.

"Yay!!!!" it said as it applauded enthusiastically.

Buffy, Faith, the Scoobies, and Neil's friends were completely dumbfounded.

It stopped clapping and got off its haunches and looked up at them.

"Don't you worry, Two-Leg creatures who have become my friends, I get you to safety, and then me get you home! Me promise!!!" It said, bobbing its head with great enthusiasm, "now must hurry to shelter or get caughted in very bad storm! Follow me!"

As it walked past them, they glanced at each other, shrugged, and then followed their very peculiar guide. It suddenly paused and turned to them, sniffing.

"Do we smell bad?" Helen asked curiously.

It shook its head and replied:

"Nope, but you do smell hurted. Are you hurted?"

"Yeah, we are." Helen confirmed uncertainly.

"Don't worry friends! Me help you!!!" it cried.

Inhaling a great deal of air, it swelled to five times to its original dimensions and then blew a glowing golden cloud at them.

Before any of them could react, they were engulfed by it.

* * *

"What the hell is that?!" Dawn yelled, pointing at the shadowy forms.

"Zombies and skeletons. Magical guardians." Wesley answered.

"Athena did say a sorcerer built this castle!" Joyce said.

"When did she say that?!" Dawn asked.

"Not important right now, honey."

"Right."

"They're not going to be able to hold them off for long." Angel said worriedly.

He looked at Joyce.

"Where are the weapons?"

* * *

The peculiar cloud coiled around them, almost oozing and shifting and slithering, before evaporating.

"What the crap was that?" Buffy asked, disturbed.

"Our wounds are gone." Lilith observed.

Astonished, they inspected themselves with eyes and touch. She was correct. Every single injury they had received from their cataclysmic battle with Demona was gone, like it was a dream. They looked at their tiny guide with new and slightly awed admiration.

"Have no more pain in you, friend Two-Legs creatures?" it inquired.

"None." Bellona replied, amazed.

It did a little happy dance, and then turned back around and walked off, its head turning and looking back at them.

"Follow me, friends! Me know of cave that shall keep us safe from the tem-pest!"

As they followed, Xander spoke up.

"Think we can really trust this thing?"

"Don't have a choice, boy." Hera responded coldly, now able to move under her own power.

"Gotta agree with Xander here." Faith said.

"Hera is correct. We have no choice. We are strangers in a strange land." Giles commented.

"A very strange land." Willow said.

As small talk was made, Diana moved up next to their new companion and asked:

"May I ask you something?"

It gazed up at her and bobbed its head enthusiastically.

"Why are you out here alone? Are there no other of your kind?"

"Oh, that very good question! There are a great many of my peoples, but they too scared to travel this far inland. As for me, me traveling to contact other colonies of my peoples."

"Why?" Helen asked, moving up to the other side of it, "Is there trouble?"

It nodded gravely.

"It the Bad Lady."

"Bad Lady?" Helen asked.

"Mhmm. Mhmm. She came to our world and caused much harm. Enslave many peoples, kill a great many, desecrate many temples, she nothing but trouble. Many of my peoples want to wait for the gods to have good savings of us, but me no wait! Me plan to form a resistance to the way of the Bad Lady. Me colony no want to help. They too afraid, but me not afraid! Me go to other colonies and make them see what we need to do!"

"You're certainly a determined little…fella." Ares said, walking closely behind the creature.

"Oooh! Me like compliments! Thank you Two-Leg friend!"

"You're welcome. I think." Ares said, shifting his eyes from side to side uncertainly.

As it kept talking, Diana looked at the others.

They were all thinking the same thought.

It was obvious who the "Bad Lady" was.

* * *

Angel reappeared at the bedroom door with weapons in hand, he handed a knife each to Joyce and Dawn and a sword to Wesley. He looked at Wesley.

"You can use a sword right?" Angel asked Wesley.

"Well, yes. But I have little practical experience."

"Prepare to get experienced then." Angel said.

"Did I mention my strengths aren't in knifes?" Dawn said.

"Looks like you may have to develop some." Angel replied as he glanced out the window at the raging battle, the roars and growls of Demona's monstrosities mixed in with the screams of their dying. Even though the undead were more than holding their own, one monster had broken through.

And was heading for their window.

The spectator sport was about to get up close and personal.

* * *

"Here the cave friends! Inside and quick!"

Nobody hesitated. They ran inside their temporary subterranean shelter as quickly as they could. The looming storm had suddenly broken and they had all gotten a bit drenched.

"Xander. Don't stare at our bras through our wet clothes." Buffy scolded.

"I'm a guy. It's my nature."

"What bra?" Athena smirked.

Buffy and Cordelia rolled their eyes. Xander looked intrigued. Faith chuckled.

"What a bra?" their little companion asked.

"Oh. Nothing important." Willow said, trying to act nonchalant.

"We need to give you a name." Oz said to their guide.

"You do? Alright! What you name me?"

"How about, the Seal-Neil?" Athena said.

"Seal-Neil, Athena?" Helen said, making a face.

"Kinda too literal." Apollo commented.

"I sorta like it." Faith said.

"You would." Buffy said.

"Well, it does rhyme." Oz commented.

Scratching its head, it spoke up:

"Me think me like that name very much!"

"Well then, that's what you is!" Athena declared. She started rubbing it under its chin and it began slapping the ground with one of its front flippers and making a "rrrring" noise.

"How'd you know it would like that?" Faith asked.

"If we get out of this alive, I'll tell you all about it. And if we don't, I'll still tell you all about it." Athena replied.

The "Seal-Neil" suddenly licked Athena's nose and she fell backwards. Faith laughed and the Seal-Neil licked her knee.

"Okay now, I'm ticklish." Faith said.

The Seal-Neil acquired a goofy/happy dog-like expression on its face and it licked her other knee. She giggled and fell to the ground as well. It hopped on her stomach and began licking her face which only made the Dark Slayer laugh more.

"She sounds like a little girl." Cordelia commented.

That's because she is, deep inside, you vacuous rich bitch. Hera thought. She turned away and sat in Ares' lap. Everyone had now seated themselves in the small cave, really little more than a hole in the hillside.

Stopping the slobber assault, it looked at Buffy and the Scoobies.

"Want a lick?" it asked.

"We'll pass." Buffy and Xander replied together.

"If I need someone to drool on me…" Cordelia pointed at Xander.

"Well, if you knew how to smooch and used a breath mint, maybe I wouldn't drool on you." Xander replied harshly.

She snorted.

"Oh, like you've had better, and my breath does not smell!"

As they argued, the Seal-Neil shrugged and looked at Giles.

"Um, n-no thank you."

Then it looked at Willow and Oz.

"Maybe later." Willow smiled.

"I'm good." Oz said with a faint smile.

It looked down at Faith.

"Had my quota for tonight."

Lastly, it looked at Athena and the rest of Neil's friends, who shook their heads and smiled softly.

"Maybe later, little dude." Zeus said.

"Litt-le du-de? Alrighty then, friends. You obviously tired, me know me is."

Hopping off Faith, it yawned, rubbed its eyes with its tentacles, and licked its body with its tongue like a dog or cat would. Then it pulled its flippers under itself like a cat would pull its legs under its body, and stared out at the raging storm. Lightning flashed, reflecting strangely in its almost human eyes.

"This cave certainly is a tight squeeze." Buffy suddenly said.

Before anyone else could respond, the Seal-Neil looked at her.

"Oh that a good thing friend, me know of other bigger caves not very far off, but they lead too far underground."

"Why is that a problem?" Giles asked it, curiously.

"Terrible Scary Things lurk there in the eternal dark. Like many of the gods. The Bad Lady and her Scary Things very awful, but they nothing compared to what's already he-re. Bad Lady demand our allegiance, on penalty of de-ath, but we no give it in our hearts, they belong to the gods. The Bad Lady obviously have no knowledge of them, for she profane the holy places and risk their wrath. Me hope it happen soon, but me not waiting for it. Every day we wait is equaled in the blood of our peoples, and me wait no more."

It glanced at each of them, and then looked back out at the growling tempest.

"Th-there are things here worse than D-the Bad Lady?" Willow asked nervously.

The Seal-Neil nodded somberly.

"They nothing worse than the gods."

There was a low growl of thunder, as if to emphasize that ominous statement.

* * *

Angel jumped back as the monster slammed into the window, its oozing tentacles flailing for him even as his battleaxe slashed at them. Dawn, Joyce, and Wesley screamed in terror, and the Watcher flailed ineffectually with his blade at the monster. One of its tentacles lashed out and wrapped around Wesley's waist.

"For God's sake, help me!" he cried in terror.

Swallowing her fear, Dawn threw her knife with surprising force and it lodged in one of the monster's multiple eyes. It screeched and released the hapless Wesley, who scrambled away as quickly as possible. Joyce picked up his fallen sword and swinging it furiously, sliced through one of its tentacles. Roaring, it swung more of its appendages at her, only to receive a battleaxe to its loathsome face, dripping with slime. Gurgling, it began to fall away as Angel ripped his weapon free.

"Thank you." Joyce gasped.

"Yes, thank you, all of you." Wesley said.

"You're welcome." Dawn said.

"There are more of them coming, we better go." Angel told them.

Looking out the window for themselves, they witnessed three more approaching, which immediately became two when one was struck by crossbow bolts from below.

Hightailing it out of the room and down the stairs, they entered the banquet hall, only to stop short.

At least twenty zombies awaited them.

"Oh god…" Wesley breathed.

* * *

Faith walked along the red sand wonderingly, looking around her, her confusion mounting.

Where the hell am I? she wondered.

As she walked, she heard an all-too familiar noise.

Only this time, it came from multiple throats.

Following the sounds to the edge of a nearby cliff, she looked down, and nearly jumped in surprise.

"There's so many." she whispered.

Below there was an enormous beach, the water crashing against it in huge waves. Something about the water seemed…strange…but she couldn't put her proverbial finger on it.

And the beach was literally covered in Seal-Neils.

There were small ones, medium ones, large ones, and ones that were simply** enormous. **

They called to each other with a variety of clicks, whistles, hooting, and other sounds along with the "ep" noise she was already familiar with. The madcap creatures were everywhere, in the water, on the shore, and climbing up the cliff walls.

While she watched them, Faith noticed one Seal-Neil by itself, standing on a very tall rock. While the others seemed inattentive to their surroundings, this one was very alert, constantly scanning the area.

Must be some kinda guard. Faith reasoned.

Faith realized that there were at least several more guards as she looked, similarly positioned on very tall stones, scattered around the area, their sharp eyes missing nothing.

They didn't even miss death.

One of the sentries suddenly glanced up, and then began barking loudly. The others looked in its direction, and then looked up themselves. Faith looked up as well, and whitened.

She knew Demona's flying blobs only too well.

The Seal-Neils looked apprehensive at first, but didn't flee until the monsters screeched in delight, which threw them into a panic. They turned and fled as one.

"NO!" Faith screamed.

Energy beams arced and crackled as they jutted forth, slicing into the Seal-Neils' terrified ranks. They fell like wheat. Faith watched powerlessly.

A stone suddenly hit one of the creatures in the corner of the eye that had gotten too close. It cried out in surprised pain, and then glared at the thrower.

One of the Seal-Neils was standing its ground, eyes narrowed, another rock cocked to throw.

But it never got the chance as the angry monstrosity released a short burst. The brave Seal-Neil dodged to the side, but the energy bolt was so potent that the sheer force of the blast sent it flying into the air and down into the water and was lost from view.

When it came back out, there was no one left, except for it.

The air was choked with innocent blood.

It let out an agonized and sorrowful wail to the sky.

And down in the depths of the sea, something stirred…

It reached for her. Faith caught a glimpse.

She screamed.

* * *

Faith felt a gentle nudging at her shoulder, which caused her to snap fully awake. She sat up quickly and looked around and noticed the Seal-Neil looking at her.

"Sorry, friend, me not mean to wake you, but it morning."

"No worries, thanks."

The Seal-Neil grinned at her and dashed off to awaken someone else.

Getting up, she noticed Neil's friends were already up, and had probably been so for a while, but Athena was not among them. She suddenly shivered involuntarily as the memory of the dream struck with full force.

What the hell was that? The dark Slayer wondered. Was that…?

Pushing the dream aside, she exited the cavern quickly.

Neil's friends watched her curiously, and then looked at each other.

"What's wrong with Faith, I wonder?" Ares asked.

"Don't know." Taryn replied.

"Should we…" Helen began.

"No." Diana replied.

"She will want alone time with Athena, I believe." Lilith said.

"I guess." Helen responded doubtfully.

I hope she's okay. Helen thought.

She looked up at Neptune, who had the same sentiment in his blue eyes.

* * *

Yawning, Buffy stood up and stretched, then glanced around. Neil's buddies were awake, while her friends unsteadily got up.

"I wonder why there is a large rock by the opening? It wasn't there before." Giles wondered.

"Oh! Me got that friend! Me used it to seal the opening. Storm got much worser, plus it help us hide from predatorings. They only come out at night."

"I see. Sensible."

"You sleep well, friends?" it inquired.

"As well as can be expected." Giles replied.

"Ain't that the truth?" Xander agreed.

"Yep, me too. Me not made for this enviro-ment, but me pass this way many times before regardless."

"What environment are you made for?" Buffy asked curiously.

"Me made for beach and sea! And for chasing Finnies under the sea! Yep! Yep!"

Buffy tried not to smile. Things were so grim right now, with Demona trashing her town, literally holding Neil inside herself, torturing him, Angel, her mom and sister, and that young Watcher guy at that evil bitch's mercy, and them, trapped in this strange place and unable to help.

But it was still difficult not to. The Seal-Neil was just so…_goofy_.

* * *

Athena stood outside the cave, staring over the landscape, arms folded.

I remember. She thought.

"Thenie?"

Athena looked over her shoulder and saw Faith exiting the cave and walking over to her.

"Hey baby, sleep well?"

"Like a fuckin' rock. You?"

"Same. Buffy and her buddies didn't though."

Faith shrugged.

"They're spoiled. Never had to rough it before."

"Yeah."

They were silent for a moment.

"Whatcha thinkin' about?"

"This deep shit we're in."

They were quiet again. Faith put her arm around Athena's waist reassuringly.

"We'll get out of this, big girl."

Athena smiled and placed her arm around Faith's shoulders.

"Let's hope."

* * *

Angel moved protectively in front of the others as the groaning undead approached them.

"Stay behind me." Angel urged the others as he raised his weapon.

Then the zombies surprised them.

Instead of assaulting them, they simply shambled around them and headed for the stairs they had just come down.

"They're not interested in us at all, only in fighting those vile creatures!" Wesley realized.

"Guess that's not surprising, we're not the intruders, they are." Angel commented.

"We're definitely not safe here though. We need to get out." Joyce said.

"What's safer than a fortress, though Mom?" Dawn asked.

"What is it, Mr. Angel?" Wesley asked out of the blue.

Joyce and Dawn looked at Angel in surprise.

He seemed to be listening…

"I hear a voice…"

Venturing forward cautiously, the others following in his wake, they too began to hear a voice.

"That sounds like…" Dawn whispered.

"…Neil's voice." Joyce finished.

Peeking around a corner, Angel started in surprise.

"What is it?" Wesley inquired.

Angel didn't answer. He just walked cautiously into the corridor and the others did the same, staring.

Neil was standing in the corridor.

He was nearly transparent.

While they watched him in disbelief, he pointed at one of the fake candle sconces and then made a downward thrusting motion with the same hand and vanished.

Angel got it. He walked to the sconce and pushed down on it. The wall beside it opened up.

Angel looked inside, and then motioned to the others.

"It's a tunnel. Come on."

Without another word, they went inside and the wall closed after them.

* * *

"So this is daytime here? Okay." Artemis wondered aloud.

They gazed at the white sky with black points of light, presumably stars. It was like staring at a photo negative of Earth's night sky.

"Weird!" Cordelia exclaimed.

"It sure is, friend Artemis! What your daytime like?"

Before the redheaded woman could reply, Lilith spoke up:

"That appears to be a metropolis of some fashion."

Everyone paused and looked around before spotting what Lilith was talking about.

"It is a city." Buffy said, astonished.

As they gazed upon it seemed to be sitting on a vast lake…or was it further away? Sitting on the lake shore?

There was something weird about the lake too…was it water? Or something else?

And the city itself... Buffy didn't like it. It set her Slayer senses buzzing loudly.

"You feel that, B?" Faith asked.

"Big ol' time." Buffy replied, fidgeting.

"What is this place?" Giles asked their guide.

The Seal-Neil looked up at him, and answered:

"It the City of the Yellow. One of our dei-ties reside here." It bowed reverently toward it.

"Should we enter and ask for help?" Willow suggested.

"That definitely not good idea friend Willow, if you go in there, you never leave."

The city and lake suddenly vanished like a mirage, causing everyone to jump back.

"Jesus!" Apollo shouted.

"The hell?!" Xander cried out.

"It's just…gone." Oz commented.

"If you went there, you be gone too." The Seal-Neil supplied.

Giles reaction was to gape.

"Let's get the hell out of here." Bellona suggested.

As they moved on, Athena thoughtfully spoke aloud:

"The City of the Yellow…"

"What is it baby?" Faith asked.

"Not sure, but something about that name sounds familiar…"

* * *

"What is that fetid stench?" Wesley asked the others, wrinkling his nose with distaste.

"Raw sewage." Angel replied briskly.

Emerging from the tunnel, they glanced around and noticed a stream of stinking water passing in front of them.

"One short word. Y. U. C .K. Yuck." Dawn commented.

Picking their way across the wet and slimy concrete, Angel stepped around a corner and was suddenly tackled by a dark figure. They both fell into the rushing liquid and disappeared beneath the surface.

"Mr Angel!" Wesley cried.

The next thing they knew, they were surrounded by angry, hissing vampires.

* * *

"Here our new shelter friends!"

It pointed upward with one of its tentacles, and then started running up the sheer cliff face like it was a level street.

Neil's friends and the Slayers climbed the cliff almost effortlessly because of their enormous strength and stamina, but Giles and the others were struggling. They had to rest more than once.

Finally arriving at the top, everyone knelt down and pulled the Scoobs up. They lay for a moment, panting.

"Hara-Kiri me now." Xander moaned.

"Does he ever quit being such a useless wimp?" Hera muttered under her breath.

"Be nice hon." Ares chided.

The Seal-Neil hopped on Xander's chest and said, "Need me to carry you, friend Xander? Me happy to carry you!"

"Naw."

"Alrighty!"

It jumped away and scampered off.

Ares inspected their surroundings with a trained eye. Their shelter was a good tactical position, with high walls, various and numerous odd-looking plants which would conceal their presence and the glow of any campfires they might light, and very high off the ground, which made them also difficult to reach. There were also many small caves and enormous stones, useful for concealment and/or ambushing an enemy.

Buffy and the Scoobies sat down, while the others inspected the campsite area, looking for useful resources or lurking foes. Finding no enemies, but plenty of firewood, they decided on the best site for a campfire and put the wood a safe distance from it. The site had a fire pit already dug and ready with stones around it. The area was clear of debris and other litter, which would make it quicker to go ahead and build the fire without needing to clean the area first.

"Has somebody used this as a campsite before?" Helen wondered.

"Yep! It was me friend! Me built the fire pit! Me do very good job in ensuring it safe!"

"I see that." Helen smiled.

"Me very glad you here. It scary to travel by meself."

"I bet so. Your world's a little…eerie."

"Get no argument from me friend Helen."

While they were speaking, Hera entered with a bundle of dead and dry branches, deposited them, and noticed Buffy sitting around. She started getting annoyed.

As Taryn moved to the fire pit, put in some branches, and worked on starting the fire, Hera started walking in Buffy's direction.

"I wonder if there's any food to be had?" Helen asked the Seal-Neil as Neptune strode up with a load and set it down.

"Sure! Follow me friend Helen! There a nice pool with many yummy Finnies in it! They easy to catch! It very near!"

The Seal-Neil bounded away with Helen and Neptune following. They hadn't even been gone two minutes when Hera had reached Buffy and stood over her. Buffy looked up.

"What?" she asked irritated.

"You think this is a free ride?"

"Are you my boss?"

"Yes. Now get up and help."

"Screw you."

Hera suddenly yanked Buffy to her feet.

"Easy." Oz said.

"You better take your damn hands off me." Buffy said quietly.

"Or you'll do what, little girl?" Hera challenged.

Buffy's response was a headbutt and an uppercut to the jaw.

"Oh, now you just gone and made a BIG MISTAKE!!!" Hera growled.

Moving faster than Buffy anticipated, Hera punched her directly in the stomach, HARD. Buffy stiffened and fell to the ground, wheezing.

"That's enough!!!" Giles yelled.

"Stop it!" Willow screamed.

Xander got between Buffy and Hera and was tossed aside. Willow and Oz ran to the downed Buffy and Xander and tended to them while Giles got in Hera's face.

"Don't you ever-"

"You better get out of my face, old man-"

Cordelia was too stunned to react.

"What the hell is going on?!" Ares yelled as he emerged from the foliage. He threw the branches aside and raced to the scene and started pushing Hera away as the others came out from the underbrush and moved to the argument. They were soon facing off like an Old West showdown, arguing loudly, Buffy and the Scoobs on one side and Neil's personalities and Faith on the other.

"Stop it! STOP IT!" came the Seal-Neil's voice. It ran in between them and started screeching loudly until everyone had shut up and were staring at it in astonishment.

"You go over there and you go over there! No more arguing in you! SHOO!"

"But-"Hera began.

The Seal-Neil barked loudly, cutting her off.

"Guess it tol-"Buffy started.

The Seal-Neil spun quickly and slapped its flippers at Buffy, the loud noise startling her and shutting her up.

"Now shoo! Shoo! Shoo! Git!!!"

The two sides looked at each other, at the determined Seal-Neil, and reluctantly walked away. It looked at them both, seemed satisfied, and ran back in the woods.

* * *

A short while later…

Taryn had the numerous fish spitted and was slowly turning them over the fire as they cooked. They were definitely starting to smell good. Neil's other friends and Faith were busying themselves around the fire, preparing for the meal.

Buffy and the Scoobs were looking on uncertainly. The fish definitely smelled good, but they would obviously have to go over there to get any.

"Fortune favors the brave, right?" Buffy asked hesitantly. The others did not reply, and they got up and reluctantly walked over and sat down near the others around the fire.

"I guess nobody thought to bring any utensils?" Willow wondered hopefully.

"Fresh out, I'm afraid." Giles answered.

"Oh great." Xander grumbled.

"Does that mean we have to…?" Cordelia inquired.

"Yes." Buffy replied shortly.

Cordelia sighed, resigned to her greasy hands fate.

"I've done it before. It's just like camping." Oz reassured them.

"You went camping?" Willow asked, surprised.

Before the werewolf could reply, the Seal-Neil reappeared and bounded up to them.

"Hi friends! Me glad you came over!"

Glad someone is. Buffy thought. She glanced at Buffy's friends and Faith who were studiously ignoring them.

"Ep! Mmm!!! They sure smell good!" the Seal-Neil commented, sniffing the air.

"Not only do they smell good, they're done." Taryn said.

Everyone took a fish, except the Seal-Neil, who ran back into the woods and shortly returned with a live fish that was still wriggling in its mouth.

"Don't you want a cooked one?" Faith asked it.

"No thank you, friend Faith! Raw much better for me!" it replied after it put the fish on the ground.

It then happily began munching on its meal, chewing it like a human would.

Faith shrugged and started eating.

* * *

After everyone had bedded down, they had only been asleep a short time (with Athena standing guard) when a strange whistling noise sounded from probably less than a mile away.

Willow snapped awake immediately and sat up quickly and exclaimed:

"What the hell was that?!"

Athena's hand suddenly appeared over her mouth.

"Ssh." Athena scolded her quietly.

"What is that?" Giles wondered, a bit anxiously.

"It a Blobbie." The Seal-Neil answered, moving to stand beside them all, who were now all collected together on the ridge, staring out into the utter darkness.

"A what?" Zeus asked.

"A very dangerous predatoring. It hunting."

They could all hear the fear in its voice.

It came forth again, that bizarre and ominous sound, but this time, it held a note of delight. There was a chorus of human-like screams, one which cut off abruptly.

"I take it that it was successful in its endeavor?" Diana asked somberly.

"Yep. From the sounds of it, it surprised a group of Many-Legs and caught one. The Many-Legs frequently cross into our territories to have good eatings of us. Normally they the hunters."

It paused for a moment.

"But tonight they the hunted."

The whistle blasted forth again, but this time from further away…

* * *

Later, on watch, the Seal-Neil's eyes glowed an eerie red.

It eped softly and repeatedly.


	3. Dweller in Darkness

"Get back, you minions of darkness!" Wesley shouted with false bravado, brandishing a cross.

The vampires just stared.

"Are you mental? Who do you think you are? Van Helsing?" one of the amused vampires asked.

Another one from the side lunged and kicked the cross from Wesley's hand and then knocked him the hell out.

"Well, now that's done with..."

And with that they began to close in, growling.

Dawn bravely kicked one in the shin, and it retaliated by shoving her to the ground.

"Stay away from my daughter!!!!" Joyce yelled, grabbing Wesley's sword and swinging it savagely, but to no avail, as a vamp grabbed her from behind while another disarmed her.

"Got some feisty ones boys!" the vampire who had spoke to Wesley laughed.

And then there was a sharp piece of wood protruding from his chest.

He looked down and said:

"Oh, give me a fucking br-"

Dusted!

And in his place was a very soggy and very pissed Angel, stake in hand.

One of the vampires charged Angel and was tossed into the sewage.

Then he really started unleashing a six-pack of whoop-ass on them.

Dawn dived for Wesley's cross, snatched it, and placed it under the vamp's pants leg that was holding Joyce. The vamp screeched, and jumping away and instinctively releasing Joyce was the recipient of a mother and daughter shoulder charge that knocked the off-balance bloodsucker into the fast-moving muck!

Then there was a blood-curdling roar from deeper in the sewer somewhere.

"Fuck me! They've made it down here!" one of the vamps shouted.

"They've not only made it down here, they're here here." Angel replied quietly.

The others quickly perceived the truth of his grim words.

Demona's creatures had surrounded them.

And quickly sprang to the attack with a bloodthirsty scream!

* * *

Angel gracefully ducked one of the horrors that sprang at him. It plopped screeching into the drink and was washed downstream by the fast-moving water.

For their part, Joyce and Dawn were dragging the insensible Wesley away from the conflict when they bumped into one of the vampires.

"Where do you think, you're going, lu-"he started to say, when one of Demona's monstrosities knocked him to the ground and pinned him there. They began struggling ferociously, neither gaining the advantage.

As mother and daughter used the distraction to get Wesley clear, Angel suddenly appeared and with a savage kick, knocked the snarling creature off the vamp and then pulled a knife from within his clothing and stabbed it between its eye-stalks. It fell dead without a sound.

"What the hell did you do that for?!" the vampire, Joyce, and Dawn asked Angel at the same time.

"They're trying to kill us all remember? So let's play that fun game of the enemy of my enemy." Angel reminded them.

"Gotcha." they responded.

"Stay here with Wesley." Angel told Dawn and Joyce.

"Happily." Dawn replied.

"You first." The vampire told Angel, smiling disconcertingly.

"No, please, you." Angel answered, raising his stake, smiling unpleasantly back.

The vampire gulped, and took his position of first.

"Good demon." Angel said, smiling more.

* * *

"Looks like it's drawing toward night again." Helen observed.

"Yeah. I wonder where our next campsite is?" Buffy commented.

"Eppy said it was close B." Faith said, looking around.

"Uh, who?" Buffy asked, the perplexity palpable in her voice.

"Faith's nickname for the Seal-Neil." Apollo explained to the blonde Slayer.

"Oh. You've got a nick for everyone, don't you, Faith?"

"Pretty much, B. Pretty much."

As they walked along, Eppy pointed at a large structure.

"There our next stop, friends!"

Regarding the building as they approached, Buffy and Faith paused.

Neil's friends stopped as well.

"What's the matter?" Willow asked.

"What is this place?" Buffy asked Eppy.

"An abandoned temple of one of our deities, friend Buffy. It too far away from anyone's colonies, so it no longer in use."

"There is something strange about this temple." Giles thought out aloud.

"Like what?" Cordelia asked.

"The geometry of the building…seems wrong." Giles replied, and then hesitated, uncertain.

"Wr-ong? It seem okay to me, friend Giles." Eppy commented, looking at the church and back at Giles again.

"It makes me feel weird." Buffy said.

"Yeah. Me too." Faith confirmed.

"Me sorry you feel that way fri-ends, but they no other shelter from the night."

"Then let's proceed." Diana prodded.

Reluctantly, they moved toward the foreboding sanctuary, Buffy and the Scoobies in front, Faith and Neil's friends bringing up the rear, Eppy bounding ahead of all of them as it led the way.

Athena looked at Helen and the others, who looked back. Those meaningful looks spoke a whole series of volumes. Faith noted this.

They know or suspect somethin'. Faith thought.

But what?

* * *

The last creature was smashed to the concrete by a brutal blow to the nose and then stabbed once through its black heart. It stilled with a whimper.

Angel, the other vampires, and the three humans all looked at each other, relieved and fatigued. The vampires were now reduced a further three in number, making their numbers now equal to Angel and his comrades.

"God, that was close." Dawn breathed.

"I have a dread feeling it may get closer soon." Wesley replied.

"So, the enemy of my enemy, huh?" the vamp who Angel had saved earlier said.

"Makes sense doesn't it? None of us want to stop existing, and Demona doesn't want any demonic recruits in her army. She's going to wipe us all out if she gets her way." Angel reasoned.

"The Slayer's pet has a point." One of the other vamps spoke up. "She dusted my whole freakin' nest, her and her army of freaks!"

There was a moment of tense silence.

"Okay. A truce. We'll gather the remaining demons, you gather the humans that are left. But we need a safe place to meet and plan."

"I've got that covered. We'll meet at the sunken church where the Master was imprisoned in no more than twenty-four hours, and then proceed together to our new base. Agreed?"

"Agreed."

And with that, the two groups turned and walked off in opposite directions.

When they were out of earshot of the vamps, Wesley spoke up:

"Clearly, they're not trustworthy."

"No, but they don't want to die horribly either." Angel said.

"I hope Buffy and the others are alright." Joyce spoke up, worried as only a mother can be.

"So do I, Joyce, but all we can do is hope. Right now, that's all we have."

And I sure as hell am not letting go of it! Angel thought fiercely.

Joyce, for her part, only had one thought pricking her mind:

Buffy, where are you?

As they walked on, none noticed their observer.

Spike.

* * *

The magnificent yet sinister structure loomed over them as they moved toward the immense entranceway. It gaped like a ravenous maw, waiting to devour them whole. Xander and the other non-powered teens were now beginning to fidget, the aura of the place now getting through to them as they came closer.

The church was obviously very old, which they could see as they approached closer. There were numerous cracks in the foundations and the black stone walls. The exact nature of the stone used was one unknown to Giles, but may have been onyx, though he doubted it for some reason.

And this entranceway is gigantic! Giles thought, even Bellona, the largest of Neil's friends, will pass through with no trouble. What sort of beings fashioned this grim place?

"Did your people build this church?" Giles asked Eppy, intrigued despite his misgivings about the structure.

Eppy shook its head and said:

"No, friend Giles, none of our holy places were crafted by us, we just took them over after we found them a-bandoned. My peoples have no appreciable skill in buildings such as these, but we learning. It is said that the Many-Legs do know how, and have constructed nu-merous temples and other structures like dw-ellings, but me not sure if that true. They do have temples and such though that they use, me have seen this with me own eyes."

"Do they follow the same gods as you?"

"Nope! They follow different ones. Their gods and ours are opposed to each other. Ap-parently, there was a great war between them which shook the heavens and some of our deities were defeated and imprisoned. That before my peoples' and the Many-Legs' time though. There are other peoples that lived then though, and are very ancient, but some have va-nished, and some sleep, but some are active, and that usually not good."

"Why? Please continue."

"Nearly all the active can be or are very dangerous, the peoples of my world can be divided into two categories, those created by the gods, either accidentally or to serve them, like my peoples, or those who come from elsewhere, and are free to do as they wish. The latter the most dangerous, as they cannot be controlled by magic, and they very unpredictable. Some of the free-willed types prey on my kind, but none have caused the damage the Bad Lady has."

"Your people practice magic?" Willow asked, fascinated.

"Yep!!! Our gods grant our priests many spells, but the power of the Bad Lady is such that they not enough to defeat her, unfortunately. Regardless, I think my people will start to fight and stop running, the Bad Lady stealing too many of our peoples, old and young and in-between, and attacking too many religious places of greater significance. Me been hearing that the Many-Legs already doing this, ambushing patrols and such."

As they talked, Giles realized they had entered the temple.

* * *

"What's up?" Faith asked her giant girlfriend out of the blue as they passed through the doorway.

"Something's been following us for the past two hours."

That made the dark Slayer look behind them in alarm.

"I wouldn't bother to look for it; it's too good at concealment."

"But there's no cover to hide in or behind."

"Exactly."

"Are you sayin' it's invisible?"

"Yes."

"Then how do you know it's there?"

"It keeps tittering."

* * *

Proceeding from the entrance, they entered a huge chamber, decorated with symbols Giles did not recognize. The massive room had one exit, a huge archway even larger than the entrance by which they had entered. Giles paused to study the alien symbols with interest. While he did so, Buffy and her other friends plopped their butts down and rested against the walls, all of them ill at ease, except Willow who had become engrossed in the odd signs as well.

Across the chamber, Neil's friends kept a careful watch on the front entrance, listening carefully, but subtly to avoid alarming Buffy and the others unnecessarily. It wasn't fooling Faith though, who had her own eyes and ears peeled.

"Do you still hear..."it"?" Faith asked Athena.

"Yeah, it's stopped two hundred meters from this church. Obviously, it's reluctant to follow us in here."

"What do you think "it" is?"

"We have a strong suspicion, Faith." Diana answered.

"A suspicion?"

"Yes. It fits the characteristics of a horrible entity from fiction we have read." Lilith said.

"Everything Eppy has told us fits that particular fiction too damn well." Artemis put in.

"And so does this building, for that matter." Ares said.

Faith rolled this around in her mind.

Then she said: "Do weird creepy-ass dreams fit into this fiction?"

They looked at her so sharply Faith felt like crawling under a rock.

Before she could explain further, Helen, who had casually glanced around a few seconds earlier, suddenly exclaimed: "Where's Willow?!"

"What?!" Buffy said, getting up quickly, Oz and Xander scrambling to their feet as well, and Giles turning around in alarm.

"She didn't go outside, we would have seen her, and we're closest to the door." Taryn stated matter-of-factly.

"That's true." Cordelia confirmed.

"OH NO!" Eppy cried, putting its tentacles on the sides of its head in an obvious panicked gesture.

"What?! WHAT?!" Buffy demanded.

"She must have gone deeper into the temple! Me meant to tell you not to go further into the temple! You unbelievers! It offend the god if you do!"

That settled it for Buffy, Xander, Cordelia, and Oz. They charged through the entrance and deeper into the structure.

"NO!!!!!!!" Eppy screamed in terror.

* * *

I wonder what these mean… Willow thought to herself, running her fingers over the radiant symbols cut into the smooth stone. Then she paused.

Oh god…I wandered away from the others! It was like I couldn't take my eyes away fro-

There was a sudden whispering which ceased suddenly, startling her. She looked around frantically.

And then…an oozing sound…

* * *

"Move if you please." Giles said to Eppy, who was blocking his way and hopping up and down frantically.

"No friend Giles!!! You no go in there! You only make it worse!"

"Then what do you expect us to do?" Helen asked Eppy.

"Me go find them! Me knows all the ins and out here! You have waitings in you!"

"You've got thirty minutes tops." Athena said.

"Me understand!"

And with that, it ran down the tunnel and was lost from view.

* * *

Buffy and the others ran around calling out Willow's name, but oddly their voices didn't echo in the immense, gleaming, and empty hallways. After a few minutes, they paused, looking around desperately.

"Where is she?" Xander breathed.

"I don't know. This place is a literal maze, and not the fun kind." Buffy replied.

"And now we're as lost as she is." Cordelia said.

* * *

Willow ran and ran; she didn't know what made that disgusting noise and didn't want to know.

In her haste, she nearly tripped over poor Eppy! Almost falling to the rock floor, Eppy caught her and steadied her.

"Me glad me found you, friend Willow! Me sorry me not warn you in time!"

"I'm relieved too. Warn me about what, the oozing thing?"

Eppy's eyes grew bigger than saucers.

"That the god of the temple, friend Willow! We call it The Dweller in Darkness. Since me with you now, it probably not come after us, but friends Buffy, Xander, Oz, and Cordelia impulsively charged in to look for you!"

Now Willow's eyes had their turn to widen.

"Don't worry friend Willow, we save them! Follow me!"

Without wasting another second, they charged down the tunnel, the signs cut into the walls continuing to shimmer eerily.

* * *

"Its time is just about up." Athena stated.

"What in the name of God is that?!" Giles suddenly cried, pointing a trembling finger toward the entrance. Everyone spun toward the front doorway.

A black finger was slithering through the entrance, shiny and dark at the same time! As it approached, they realized it was not a finger, but a pseudopod, testing the area. It turned suddenly toward them.

Giles and Faith's faces had literally whitened in fear, and they had frozen, staring with fascination and loathing at the…_thing_.

"Grab Giles and Faith. Run now." Hera whispered.

Athena grabbed Faith and Lilith snatched Giles and they all started running as fast as possible. They vanished down the tunnel, such was their speed.

But could you outrun a god?

The pseudopod retracted, and that fearful entity, The Thing That Should Not Be, flowed through the front entrance like a ravenous river! He has sensed prey…

…and he would not be denied.

* * *

"Anything?" Willow asked Eppy feverishly.

"They definitely close, Willow friend, me smell them!"

As she followed the little creature deeper into the bowels of the forbidding temple, the redhead became increasingly ever more anxious, casting a frightened look at the glowing walls. They seemed almost to mock her, sneering at her. Once again she heard the demonic whispering, and spun around, searching desperately for the source.

"Wh-what is that?!"

"You better off not knowing, Two-Leg friend."

Suddenly Eppy paused.

"What?" Willow asked softly.

Eppy suddenly acquired an ecstatic look on its face.

"Me found them! This way! Follow me!"

Eppy sped off, but not so fast that Willow couldn't follow closely.

* * *

"What is this chamber supposed to be?" Oz wondered.

The four of them had entered the huge room quickly in their Willow search, but as soon as they came in, something about the area had frozen them in their tracks.

"Got me." Xander replied.

The room was immense; it had to be thousands of square feet, and made of the same strange stone the rest of the temple was composed of. There were numerous doorways in the walls, all of great height and size, but there was one set opposite them that was the largest of all, easily four times the dimensions of the others. Nor was the chamber only of one level, but it was impossible to determine how many there were exactly, for they stretched upward into the impenetrable blackness, a blackness like that of the deepest ocean trench. There were stairs all along the walls as well, leading to the upper levels.

As they proceeded further in, the wall's glyphs lit up without warning, startling them, and also allowing for additional detail to be seen.

In the middle of this ominously bizarre place, there was what appeared to be a large rock altar; inscribed with the disturbing runes they had been seeing everywhere.

And past that…

…there was a huge hole in the floor from which a strange smell emanated; a pit if you will.

"I guess this is a chapel or something." Buffy said, thinking aloud.

"Could Willow be in here?" Xander asked, "Maybe higher up?"

"Let's find out." Oz replied.

"Let's." Buffy said determinedly.

Starting in the direction of the nearest staircase, they paused when they heard an all-too familiar voice:

"That not good idea, friends!"

Buffy and the others turned quickly and saw Eppy, and joy of joys…._Willow_, alive and unharmed!!!

Buffy, Oz, and Xander rushed forward and embraced Willow tightly. Cordelia followed at a more measured pace, occasionally looking around warily.

"It great relief me found you. Me thought the god might have ate you, but me glad me wrong!"

"Ate us? Eww." Cordelia grimaced.

"We can take of ourselves." Buffy said smugly, "And I am the Slayer after all."

Eppy looked dubious.

"No one can take care of themselves against a de-ity, friend Buffy."

"What is this place anyway?" Willow asked, looking around once she was no longer being bearhugged by her friends and boyfriend.

"Me definitely tells you when you safe, friend Willow, but now-"

"Why the hell did you wander away for?" Xander interrupted, scolding his best friend, "Don't you watch horror films?"

"Hey!" Willow protested.

"Gotta back up Xan on this one, Will." Buffy said disapprovingly.

Before the argument could escalate, Athena, Faith, Giles, Helen, and the rest of Neil's friends suddenly ran into the chamber and past them with Giles screaming one word:

"RUN!!!"

The sheer urgency of the Watcher's command compelled them to do just that.

"What are we running from?!" Xander yelled at Giles.

"The god you dumbasses stirred up boy!" Hera screamed back at him.

Buffy was ready to defend Xander with a smartass reply when she heard what sounded like the noise of a tidal wave behind her. She peered over her shoulder to see what was making the noise.

And swiftly wished that she hadn't been so foolish.

Darkness shouldn't move. It shouldn't have a malevolent will. And it certainly shouldn't pursue you!

But it was!

Then to her horror, she saw her friends lagging behind! And the monster was catching up to them! Tentacles of blackness came forth from its protoplasmic-like body and reached for them. Buffy stopped and ran back. She wasn't sure how she could fight it, but she was gonna try!

As the blonde Slayer ran as fast as she could, she could hear Neil's friends behind her. They had obviously realized what was going on and were moving to assist.

Without warning, Eppy shot past her, and used its tentacles to grab the endangered teens around their waists and lifted them into the air with almost terrifying ease. Then it ran back past the startled Buffy, carrying her friends from harm! Another of Eppy's tentacles wrapped around her waist, and before she could utter a sound, Buffy found herself hauled off as well!

Neil's friends were almost a blur as they went past her, heading toward the…blob. Suddenly pausing, they turned to face the walls and started kicking at them even as the monster bore down on them.

What are they…Buffy thought disbelievingly, then she understood.

The tunnel's walls that they were in were very old and damaged, and so was the ceiling, with numerous cracks and other massive damage wrought by time. And it wouldn't take much…

There was a low rumble which almost immediately intensified. And the passageway started collapsing, **ALL OF IT.**

Neil's friends stopped their assault and bolted up the passage as it fell apart, starting with where they had first kicked and accelerating in both directions.

The blob let out a sort of indescribable primal cry as tons of rubble fell upon it, effectively entombing it. How it could scream like that was beyond them. Telepathy perhaps?

Not that it mattered, because the cave in was fast on their heels!

"HURRY!!!" Faith screamed from somewhere ahead.

"What Faith just said! Do hasten!" Giles called.

As they rounded a bend, Buffy saw Faith and Giles standing near the exit, gesturing at them frantically!

How the hell did they get here so fast?! Buffy thought in amazement.

Eppy was the first to make it. The little guy was FAST. It was through the exit in no time, but Neil's buddies were no slouches. They were out nearly five seconds after it, and just in the nick of time.

For the temple tunnel fell apart completely, breaking up with an ear-shattering crash and sending a massive cloud of dirt in the air which drove them away from the now useless passageway opening.

They jogged away from the irritating dust until they were clear before sitting down wearily.

"You okay, Two-Leg friends? Me sorry me give you no warning! Me was big dummy!" Eppy said.

Its head drooped down toward the ground, a sorrowful expression on its face.

"You had no real chance to inform anyone, little one." Diana said reassuringly.

"Um, could you put us down now?" Buffy asked Eppy.

Then the ground began to quake.

"Oh shit." Zeus said.

They hopped to their feet and started running just before the ground erupted upwards, and the god of the temple, The Dweller in Darkness, The Thing That Should Not Be, the Great Old One, Nyogtha, poured upward, his gelatinous body glistening as he resumed the pursuit!

Eppy suddenly handed Buffy and her friends to the others and ran back toward the Old One.

"No!!!" Faith screamed. The tiny creature had become dear to her.

She didn't want it to die.

"What the hell are you-"Helen started to yell…

…then the earth exploded beneath them, sending them flying into the air…

…And a huge slimy wormlike creature slithered up from the ground. From its blunt eyeless head a set of huge extendable jaws emerged as it roared at the heavens before turning its gaze upon them.

Willow, Xander, and Cordelia all screamed in terror, while the others cursed passionately.

"We're trapped!" Neptune cried.

Eppy, for its part, was pleading with Nyogtha not to murder them as it bore down on them.

He didn't seem to want to listen.

The "worm" roared once more and lunged at its potential victims, ready to snap them up in one immensely mind-boggling gulp.

"This is it!" Xander wailed.

And then…

…there was a shadow.

It passed overhead, its sheer size enabling it to engulf everyone and everything.

Their monstrous attackers paused.

Then with a roar and a shriek, they backed off quickly. The worm monster swiftly withdrew into the hole it had made, while Nyogtha headed for where it had emerged and quickly moved down into it, soon becoming lost from view.

Everyone numbly looked skyward and stared at the great winged shape flying overhead.

There was an odd sound coming from it, a strange sort of ominous droning.

The massive beast, whatever it was, emitted a vaguely familiar cackling noise and was soon lost to view in the evening skies.

Saved.

But by what?


	4. Of Gods and Monsters

Faith dreamed.

In her dream, (or was it a nightmare?) she walked along the seashore. The sound of the ocean filled her body with a silent peace.

As she walked, she saw a great walled city, almost crouching near the shore, as though ready to spring upon unwary passerby.

Something…compelled her to move toward the sinister metropolis. As she neared it, she saw two serpent-like beings hovering before a great gate, their bodies shifting and wriggling, which made them difficult to watch. They had almost deformed heads and great wings…or was it one wing?...she wasn't sure…

Now she stood before the gate. The two creatures looked down at her, and one said in a thunderous voice:

"Enter."

Faith did as she was told, and passed through the gaping open gateway, which made her feel like she was walking into something's ravenous mouth. The towering doors slammed behind her with a startling clang.

Now she wandered through the streets of the great city, a city which was eerily silent, except for soft tedious yet eerie flute playing…and the sound of drums, quiet…and unsettling.

Faith didn't know exactly from where the music originated, except it was from above her somewhere, but she wouldn't look above her to discover its exact source. The Slayer knew if she did…

…her little mind would be unable to cope.

After seemingly hours of walking, she reached the exact center of this dreadful city, and found herself standing before a mighty pyramid. It easily dwarfed every other building she had seen, and glistened in the sun, a dazzling yet unnatural effect. A similarly shimmering pathway led to the ostentatious structure, and she traversed it quickly and entered the doorway.

Coming to a stairway, she ascended it. It was dark in the building, a darkness of the void between the stars.

She was now not alone. Sensing rather than seeing the entities around her, she did not slow her rate of ascent even as they circled her, coming ever closer.

Until she reached the top.

Then they fled from her as though she was a horrible leper.

She could sense their fear.

The fear of what lurked at the top of the pyramid.

Before her was an elaborately carved doorway, which she proceeded through…

…and then found herself in a fabulous throne room which was made of gold and decorated with every precious stone imaginable.

On that golden throne, sat a man.

He was dressed like a pharaoh, as though he had walked out of that old Charlton Heston movie The Ten Commandments. He was a handsome man, dark-skinned and also wearing a vibrant robe.

But there was something disturbing yet mesmerizing about him, something that set her Slayer instincts on fire.

Faith sank to her knees unwittingly, her head throbbing.

The man spoke. But not to her.

There was someone else there…..

They talked in an unknown tongue which Faith didn't recognize. The conversation seemed to take hours.

And then he looked directly at Faith.

In perfect English, he said: "Will you join the dance?"

Descending from his throne, his robe falling away, he began a strange sort of ballet, his body bending and contorting in impossible ways.

Before she could grasp what was happening, she was dancing with him even as almost alien carnival music played in the background. The room began shifting and whirling at a faster and faster pace…

…and she was back on the beach.

Looking around in confusion, she sensed something behind her and spun quickly.

There were several frog-like or fish-like creatures standing there, their bodies dripping with salt water.

A voice came from beneath the sea, guttural and inhuman. It called to her. She didn't know the words, but she knew it called.

The monsters took her by her arms and led her into the sea and its dark depths. She didn't resist, nor did she question how she could breathe.

As they went deeper, she saw a colony of Seal-Neils underwater, prostrating themselves before a statue. A statue of a humanoid being with a head like an octopus and great bat-like wings. There was a horrible aura around it.

There was an inscription on the statue.

It said: "The Dreaming God, who sleeps in the Dark City, until the heavens call him forth."

Now as she looked below her, she saw exactly that, a submerged, twilight city, a city crafted by alien minds and hands, a city of mind-shredding design, which for some reason she could see perfectly. Protoplasmic creatures swam around them in a nearly lazy motion.

Their descent finally stopped in front of a great tomb.

The tomb's doors opened.

And from it emerged a being second to none in raw maddening terror.

It was the god that the statue depicted.

The creature that reached for her in her first dream in this place.

That reached for her now.

That was interrupted by a terrifying roar!

* * *

Faith sat up quickly, her face covered in sweat, her heart attempting to rip free of her chest.

"Jesus." she whispered, placing her left palm on her forehead. She sat there for a few moments, trying to calm herself.

Then she looked down at her lover lying beside her and froze.

It was the man from the pyramid.

He said: "You dance wonderfully."

And smiled.

* * *

"Faith! FAITH! Wake up! WAKE UP!"

The dark Slayer woke up for real this time, screaming, and her eyes darting frantically and urgently before finally focusing on the person in front of her.

"Athena?" Faith whispered.

"Yeah. I'm here. Everything is going to be okay."

Faith embraced Athena tightly, her young body trembling, which her amazonian girlfriend returned.

While she did so, she looked at the others. The rest of Neil's friends and Eppy looked on in concern, while Buffy and the Scooby gang just looked confused and apprehensive.

And the night rolled on with an unnatural tranquility.

The tranquility of the grave.

* * *

Morning.

Faith sat in the corner of the cave that they had luckily discovered last night after they had been forced to flee Nyogtha's temple.

As she sat there numbly, staring at her opened hands, Eppy ran into the cave and saw her sitting by herself. It bounded to a stop in front of her and sat down, watching her in concern.

Slowly becoming aware of its intense scrutiny, she looked up and stared back at the little thing.

Finally, she said a bit too harshly: "WHAT?!" and immediately kicked herself mentally.

Eppy didn't seem fazed though.

"What wrong friend Faith?" Eppy asked in a worried tone.

Faith studied it for a moment.

Its eyes were so soft and kind.

Like Neil's.

She began sobbing.

Eppy looked baffled and upset by this strange behavior. It climbed into her lap and used one of its tentacles to wipe a tear from her left eye. It sniffed at the tear and then looked back at Faith.

"You sad! Why you sad?" it inquired tenderly.

The girl's response was to hug Eppy tightly to her. The confused Eppy hugged her back and spoke kind reassurances to her.

"What the fuck is going on here?"

Eppy and Faith looked up; Faith's face streaked with tears as Athena walked over and stood over them, her forehead furrowed in concern.

"Me not sure friend Athena, but friend Faith got so upset me try to give her comfort."

"Ah. Time for me to take over then."

Faith released Eppy, who got out of her lap, walked away a short distance, and then gazed back at them.

"Don't worry friend Faith! It all be okay! EP!"

Eppy then ran out of the cave, leaving Faith and Athena to stare after it.

"You doing okay, baby?" Athena said at last.

"Eppy's people worship that… _thing_." Faith whispered hollowly.

"What "thing", babe?"

"That monster I've been dreamin' about."

"You never told me about any monsters, just that you have been having crazy-ass nightmares, your exact words."

Faith looked up at Athena.

"Guess I haven't told you. It's just…." she trailed off.

Athena studied the dark and frightened Slayer for a moment.

"Describe it to me."

"What?"

"The monster."

* * *

As Spike followed Angel's small band, he suddenly realized that Angel himself had disappeared.

Where the hell did that poofter vanish to? he wondered.

Moving stealthily past a shadowy bend, he was startled when an arm grabbed him around the throat and yanked him into the shadows.

* * *

The dark stars twinkled and almost seemed to wink at the group far below as they continued their seemingly endless journey.

"Where are we proceeding to now?" Giles asked their little guide.

"We going to a city that belongs to the Beasts of the Moon. From there we get on flying boat! Doing that much safer than continuing to travel overland at this point. Too many dangers if we kept walking."

"I wonder what's up with Faith." Xander said suddenly.

"Got me. She keeps waking up screaming like a loony." Cordelia replied.

"She has been having a lot of nightmares." Willow said, looking back at Faith in concern. Faith's face was so pale, and her eyes almost looked like they were receding into her face. She stared through Willow like she wasn't even there.

"Too many. Something's obviously wrong." Oz said.

"I guess. Maybe she's having Slayer dreams." Buffy said.

"You may be on the right track, Buffy, but I'm not sure if that's fully the answer." Giles said.

"Then what?" Buffy asked him.

"I'm not certain. I'm really out of my element here."

"Everybody is out of their element here. I thought Sunnydale was bad, but this place is a thousand times worse, what with big blobs that live in creepy-ass abandoned temples and giant worms with big jaws that pop up from under the ground, and what does out of your element even mean, really? Does that even make a lick of sense? Who came up with that anyway, a chemist with too much time on his or her hands?" Buffy wondered idly.

"Not to mention creatures that run around in the dark whistling and eating other creatures that scream like humans and creepy creepy whispering. And by the way, brrrrr?" Willow added, shuddering briefly.

"Creepy whispering?" Buffy asked.

"You didn't hear it in the temple while I was having my strange flight of fancy?"

Everyone else shook their heads (except Eppy of course.)

"Oh. Well Eppy heard it."

"Speaking of Eppy, has everyone else noticed that Faith seems kinda scared of him now?" Xander asked.

"It." Willow corrected him.

"Huh?" Xander said.

"It. Eppy's an it. Giles and I were making idle conversation with Eppy this morning and I asked Eppy if it had a girlfriend. Eppy got all confused and as it turned out, Eppy and its people are hermaphrodites."

"Hermawhatadites?" Buffy asked in puzzlement.

"They reproduce by themselves. Don't need a mate." Oz translated.

"Uh-huh." Buffy said, taken aback.

"Pfffttt! Where's the fun in that?" Cordelia scowled.

"Reproduction isn't always about "fun" Cordelia." Giles chided her.

"Maybe not for old people, but for us young people, it is!"

"Of course you couldn't restrain yourself from saying something appalling, could you?"

"Friend Faith scared of me? Why she scared of me?" Eppy interrupted, looking back at them.

"Um, we don't know, little…person." Xander replied lamely.

Eppy scratched its head in bafflement and said: "That have no sense in it!"

* * *

Spike struggled against his attacker but whoever it was seemed to know every move before he made it!

Finally wrenching loose, he spun quickly with a punch only to be kicked to the ground and then dragged roughly to his feet and slammed against the slimy sewer wall!

"What a bloody surprise." Spike smirked.

"What the hell are you doing here Spike?!" Angel demanded.

"To raise a little hell, mate, but then the bleedin' Apocalypse happened. Damn inconvenient it is."

Both vampires suddenly heard footsteps approaching and then Joyce, Dawn, and Wesley came around the corner. They all immediately saw Spike.

"What the hell is he doing here?!" Dawn asked loudly.

"Um, who is this?" Wesley asked Angel.

"Spike." Angel answered.

Wesley paled.

"Spike? William the Bloody Spike?"

"In the flesh, boy, and from the looks of you, I'll amend that to Watcher Boy."

"I should have known, after I saw Dru." Angel said.

"Yeah. Together again. You haven't seen her recently have you by any chance? We got separated in all the ruckus."

"No I haven't. And neither will anybody else."

Spike's smirk slipped a fraction.

"What you going on about?"

"She's dead Spike. One of Demona's monsters ripped her head off. I saw it happen hundreds of feet away. She died without even a whimper."

The bleach-blonde vampire stared at his sire for a long moment, then ripped free of his grasp and turning quickly slammed his fist into the wall repeatedly, his face fully vamped, before sinking to his knees in the filth and grime. He remained that way for a moment, the others watching him carefully, before he rose to his feet, a frightening look on his now-human features.

"This resistance movement you hatching?"

"Sign me the hell up."

* * *

"She just gets worse and worse." Helen remarked, watching Faith carefully.

"I know hon, but I don't know what we can do. We can't fight her dreams." Neptune replied.

"I sure as fuck wish we could. I'm itching to kick the shit out of something." Hera commented.

"Yeah, me too. Ever since Demona grabbed Neil…" Helen trailed off.

They were silent for a moment.

"I wonder why she keeps dreaming about Great Cthulhu." Artemis wondered, changing the subject.

"Perhaps her power of prophetic dreams has rendered her vulnerable to Cthulhu's telepathy." Lilith suggested.

"I thought water would block his psychic powers. I mean, if this universe follows Lovecraft, he should be sleeping in R'lyeh." Helen said.

"Perhaps he slumbers no longer." Diana proposed.

"You think "the stars are right?" Great." Bellona groused.

As they talked, they heard a screech overhead and glanced up quickly.

"Is that-?" Apollo said in disbelief.

"It is." Lilith confirmed.

* * *

Buffy and the others stared at the bizarre creature overhead as it squawked and flew off.

"What the hell is that?!" Buffy exclaimed.

"Dear lord. It's a Pterodactyl." Giles breathed.

"No way…" Xander muttered in shock.

"Um guys…" Oz called.

They all looked at him, and saw he was standing on the edge of a cliff, staring. Hurrying over to him, they froze at the sight that greeted them.

"Scalies!" Eppy cried.

As they watched, dumbstruck, Neil's amigos and Faith joined them a moment later and had a similar reaction.

The fertile valley below was filled with dinosaurs.

Huge sauropods and other types moved back and forth as they searched for food, calling to each other with a wide variety of noises, from bellowing to what almost sounded like whale song.

"Damn…" Neptune breathed in awe.

"Double damn, man." Zeus agreed.

"I'll see that double and raise it to a triple." Xander said, wowed beyond belief.

While they observed, a large carnosaur burst from cover and took down an ornithopod with brutal speed and power. It died with a whimper. As the carnosaur prepared to feast, it took notice of them and roared, and then set to eating.

"That why we going to get a ship. Many dangerous and numerous predatorings in the land of the Scalies." Eppy explained.

"Works for me." Ares said dazedly.

They were suddenly startled by a flock of Pterodactyls which swooped by them a bit too close, screeching.

"Let's go." Athena said, casting a wary look at the feeding carnosaur.

Glancing at the dinosaurs below as they walked, they continued to follow Eppy to the city of the Beasts of the Moon.

* * *

"Oh! Look how pretty!" Willow exclaimed, trying to keep up everybody's spirits.

""Yep! Very pretty friend Willow! Me have much missings of it!" Eppy agreed.

The others paused to take in the splendid view from the elevated terrain.

The light reflected brightly off the water, a nearly dazzling sight. The sea-green water was beautiful and inviting.

But for Faith the sight of the ocean held only trepidation.

Wow. Buffy thought.

"I love going to the beach." Xander said wistfully.

Buffy turned to him with a smile.

"Yeah, me too- WHOA!"

The others rushed to her in concern and looked down at her.

Buffy looked back up at them.

"Good lord, Buffy! Are you injured?" Giles called.

"No, I'm fine. What a stupid place to put a stupid hole."

"That isn't a hole." Athena commented.

"Then what is it?" Buffy asked, looking around.

"I think it's a footprint, B." Faith answered.

There was a pause.

And then everyone sprang away from the "pit" while Buffy hopped out of there like a bee had stung her in the ass.

"Jesus Christ. Look at the size of those prints." Zeus said.

The footprints were immense and four-toed. Their sheer scale meant the size of the creature that made them must have been staggering.

"Look, they are leading to the ocean." Diana pointed out.

"And there appears to be a tail mark further back." Artemis said, pointing.

"Suddenly I don't feel so big anymore." Bellona grimaced, staring at the mind-bogglingly huge tracks.

"Nope." Apollo agreed.

"What could have made them?" Oz asked aloud.

"The Breather of Fire." Eppy said suddenly, in a voice filled with fear and awe.

They all looked at their little guide curiously.

"Me have never seen it, but my peoples have many legends of it. They say it a great and terrible creature that live in the sea, a Scary Thing that even gods fear."

Diana knelt to inspect the tracks further, and stated:

"These prints are only a day old." And with that, she stood back up.

Looking at each other, they finally and carefully moved on, watching the ocean cautiously.

Nobody could have seen the huge shadow moving under the waves from their vantage point.

There was a flash of lightning on the horizon.

* * *

After several hours of walking, sticking to the high ground to avoid the various large dinosaurian predators, Eppy suddenly pointed and cried:

"There it be friends!"

Down on the plain below, stood a massive walled city by the sea shore, the sight of which caused Faith's breath to quicken.

"You recognize this city, don't you, babe?" Athena asked her.

Faith swallowed hard and nodded, her face literally white.

"You dreamed about it." Buffy realized.

Faith didn't seem to hear Buffy. She glared at Eppy.

"Why did you bring us here? You tryin' to get us killed?! I know you worship that thing!!!" Faith screamed.

She tried to flee, but Athena held her firmly.

"Faith-" Athena started.

"NO!!!!! I ain't goin' in there! That fucker's in there, I know he is! I KNOW IT!!!!"

"Who Faith?!" Helen asked in an anxious tone.

Faith looked at them all, shivering, and whispered:

"Nyarlathotep."

Neil's friends started, while Buffy and the Scoobs looked confused.

Eppy's reaction was to stare.

"He spoke to me. He wants to give me to that…**thing**. To Cthulhu. Cthulhu calls to me at night. He…"

She unexpectedly trailed off.

"Nyarlathotep? Cthulhu? I'm afraid I don't comprehend." Giles said in a mixture of confusion and concern.

"He spoke to you friend Faith? You dream of the Messenger and the Dreaming God?" Eppy asked.

Faith's bloodshot eyes darted to Eppy.

"Yeah…"

"Then you blessed! It a great sign!" Eppy declared ecstatically.

Eppy then took everyone by surprise, prostrating before Faith and mumbling in an unknown tongue. It seriously started to weird Faith out.

"Who are these beings?" Giles asked Neil's compadres.

"Deities." Athena answered. Then she looked down at Eppy, back up at them, put her hands on either side of her mouth, and mouthed: "Very bad deities."

Buffy and the Scoobies' eyes widened, and they nodded.

"Please stop." Diana said to Eppy firmly.

Eppy ceased and looked at them all and then looked directly at Faith.

"Oops! Me sorry! Me overdid it! Please have forgiveness of me, Blessed One of the gods."

"I-I ain't no Blessed One!" Faith shouted.

"Of course you are! It a great honor!" Eppy argued. Then it paused.

"Wait! Me understand. You act this way because you afraid of me like your friends saying. Please have no fear of me. Me never harm you. Me grow to have great love for you, and now my love for you has doubled. For all of you. Now me know you were truly sent by the gods to help us defeat the Bad Lady. Please have no suspicions or worries about me, me lead you true!"

They all looked at each other.

"So you're saying we're Chosen? That's never as much fun as it sounds." Buffy said sourly.

Faith watched Eppy for a moment.

You ain't lyin', is ya Eppy? You don't got a dishonest bone in your body, do you?

Finally Faith stated:

"Ok, let's go. But I ain't goin' in that city."

"That fine friend Faith, it better if none of you go in anyway. City can be very dangerous and hostile to strangers. They know me since me been this way before, so me go in alone to secure passage."

With that settled, they moved toward the city.

* * *

As they sat at the beach for the ship to arrive, the skies drawing toward nightfall, Faith kept watching the city suspiciously.

"I'm glad we didn't have to go in. Did you see those guards? They have the creepiest yellow eyes." Cordelia said.

"Don't remind me." Xander shuddered.

"They're definitely not human. Those clothes definitely didn't hide that, but it's almost as if they're trying to pass themselves off as human." Buffy added.

"Could there be humans here, somewhere?" Willow wondered, "You know, besides us?"

"Perhaps." Giles answered, casting a look about.

"Faith really looks wigged." Xander said suddenly.

"I don't blame her. We're all pretty wigged." Buffy said.

Well, to a greater or lesser degree. Buffy thought. She watched Neil's friends thoughtfully.

Not much gets to you guys, does it?

"The boat's here." Helen called out.

Standing up, they noticed a black sailing ship approaching. Exactly every part of the ship was black, from the hull to the sails. It literally hovered over the waves as it moved toward them, and then over the beach. When it reached them, it lowered itself to the sand, and a ramp came down, the end dropping in front of them. Eppy appeared at the top of the ramp and looked down at them.

"All aboard!" Eppy cried happily.

As they ascended and made their way on deck, the ramp pulled up behind them and the vessel lurched forward.

Buffy examined the crew closely and then said lowly:

"These are the same type of creatures that were guarding the gate to the city."

"I know, and they're watching us closely. I would advise sticking together and not go off alone." Giles advised softly.

"Yeah, going off by myself on this ship of doom was my first impulse." Xander replied quietly.

With the teens following, Giles walked up to Neil's friends and Faith, who were lounging by the ship's side staring at the ocean and the darkening clouds in the alien sky.

"Do you know what type of creatures these are?" Giles asked Lilith in a hushed tone.

"Men of Leng." Lilith replied in a casual whisper, "They are not too formidable physically, but if their masters are here on this craft, that could be a problem."

"What are their masters' appearances?"

"Like eyeless greyish-white toads with a mass of short pink tentacles on their snout."

Cordelia made a disgusted noise, which Lilith ignored.

"What's Eppy doing anyway?" Willow asked, seeing it speaking to one of the "Men of Leng".

"Negotiating." Lilith replied.

* * *

Athena and Faith stared over the increasingly high waves as the storm approached. The dark Slayer seemed increasingly ill at ease.

"You okay, baby?"

"I'm scared. More scared than I've ever been in my life-oh god…"

"What?" Athena asked Faith carefully.

Faith looked at Athena in mortal terror, her eyes screaming the torment of the damned.

That was all Athena needed to see.

"Mom." Athena said in a soft and urgent tone. Diana looked at her immediately.

"He's coming."

"Who coming friend Athena?" Eppy asked, bounding up to her.

"Your Dreaming God."

Its eyes widened fearfully and it made a small frightened squeaking noise.

"That Cchoo thing is coming here? Now?" Buffy asked anxiously.

"He's here." Faith said in a defeated tone.

Everyone looked up quickly.

In the storm, there was a dark indistinct shape, too far away to make out any details.

But it was_ immense. _

And coming closer.

"Shit." Buffy muttered.

"**GO AWAY**!" Faith screamed into the storm.

The Lord of R'lyeh was unlikely to heed.

Eppy hid its face.

The fearsome Men of Leng took one look and jumped over the side.

Giles and the teens, even Buffy, trembled in terror.

Neil's friends gritted their teeth.

They would not perish this day.

Athena pulled Faith to face her and said sternly:

"I'm not going to let him get you."

Faith's face was white as a sheet, but she nodded slowly.

Neil's friends suddenly noticed Giles and the others were still staring at the awfulness of Great Cthulhu.

Hera and Bellona knocked them to the ground and stood in front of them, cutting off their view.

"Don't look at him!" Bellona growled fiercely.

Athena crossed quickly to the wheel, Faith at her heels, and began steering away from Great Cthulhu. The howling winds pushed against the sails, lending the craft speed.

"We're never going to be able to outrun him!" Ares cried.

"This ship must have hand weapons aboard!" Apollo shouted. Both men struggled to be heard above the fury of the storm.

"Then let's locate them." Diana ordered.

As they ran below decks, Buffy steeled herself.

I'm the Slayer. I can face anything.

Buffy followed Neil's friends down below, ran through the corridor, saw they had discovered an armory with various blades and other weapons, grabbed a sword, and then ran back down the corridor. Helen saw her too late.

"**BUFFY!!! NO!!!!**" Helen screamed.

Buffy emerged on deck with her sword and turned to face Cthulhu. Her friends and Eppy had covered their faces and were lying down on the soaked deck, whimpering pitifully.

She saw him in the full splendor of his magnificently malevolent visage fully revealed. His green slimy skin, those inhuman eyes, filled with alien desires and dreams, his head tentacles thrashing, his enormous wings spread out. He unleashed a soul-shattering roar to the furious sky, dwarfing the maelstrom's power.

Buffy went mad. Her sword clattered uselessly to the deck. She started to laugh. It was an accursed sound, the wail of a lost soul.

And then Helen was there. She spun Buffy around.

"Buffy…" Helen whispered.

Buffy stopped cackling and began sobbing. Insanity danced in her heart and mind. She sank to her knees, crying.

Helen glared at Cthulhu and screamed:

"**YOU WORTHLESS SON OF A BITCH!!!!"**

She picked up Buffy's fallen sword and tossed it at him. Even though it struck him directly, it was not even a pinprick.

Helen took Buffy into her arms and removed her from danger while the others came up from below decks with strange rods in their hands.

"What the hell are those?!" Helen yelled.

"Guns, babe." Neptune yelled back. They all aimed at Cthulhu and bolts of crimson energy leapt from their tips and struck one of the Great Old One's eyes.

Cthulhu howled angrily and gestured. The wind suddenly reversed itself and the boat was pushed back toward Cthulhu!

"All we did was piss him off!" Hera shouted.

The boat shifted violently without warning throwing them to the deck.

Cthulhu had them.

He reached down for Faith.

Faith backed up as far as she could go, to the opposite side of the ship, about to piss herself in terror.

Neil's other friends tried to intervene but Cthulhu swatted them aside as one might swat a troublesome fly. They fell stunned to the deck.

Athena picked up one of the fallen rods and stabbed into one of Cthulhu's fingers. He rumbled angrily, grabbed Athena with terrifying speed for his bulk, and cast her into the tumultuous sea!

"**ATHENA!!!!!! NNNNNOOOOOOOOO!!!!!!!!!" **Faith shrieked in anguish.

* * *

Its eyes opened.

* * *

"Fuck you." Faith hissed ferociously, kicking and punching at Cthulhu's hand.

* * *

Its enemy was sensed.

* * *

Cthulhu lifted his struggling prize into the air. He roared in vile triumph.

* * *

It drew near.

* * *

Faith thought it was all over when unexpectedly Cthulhu was pulled under the enraged ocean's surface! His hand opened and Faith jumped for the boat's deck! She landed safely on the hard wood with only some bumps and bruises! Cthulhu roared in surprise as he vanished under the frothing water!

Neil's friends and Eppy ran to her and picked her up.

"Are you okay?!" Helen shouted.

"What the fuck just happened?!" Artemis asked Faith.

"I don't know, Red! Felt like somethin' grabbed his slimy ass and yanked him down! And I'm swell!"

"Where is Athena?!" Diana asked Faith urgently.

"He threw her in." Faith responded hollowly. She pointed in the direction.

Diana sprinted to the wheel and spun it in the direction Faith had indicated. The others moved to the sides and looked around frantically.

Giles and the others sat up and started looking around. They spotted Buffy and rushed to her.

"Buffy…no….please…" Willow whispered.

"What's wrong with her?!" Xander inquired desperately.

"She's gone insane." Giles answered mutely. He looked defeated.

There was a blue and white glow which lit up the ocean without warning, startling the fuck out of everyone.

"What the hell was that?!" Zeus yelled.

"It came from under the water!" Taryn cried.

There was a huge explosion of water and Cthulhu reemerged, flying into the air, scaring everyone to death. As he flew into the stormy sky, a blue and white flash shot out of the crashing sea, almost striking the monstrous god. Cthulhu bellowed loudly and flapped his wings faster.

"The fucker's running!" Hera realized.

"But from what?!" Artemis asked.

The ship shuddered with what was obviously a physical impact and Diana jerked the ship away from the source. As she cleared it, everyone else except Diana all rushed to see what it was.

It was three rows of silvery spiky fins, going up and down.

"What the fuck?!" Ares exclaimed.

Eppy suddenly jumped up and down excitedly, pointing.

"Me see her! Me see her!"

"Where?!" Faith cried.

"There! She holding onto fins!"

Artemis looked behind her and rushed away, then moments later Diana reappeared with a strong rope in her hands.

"Get us closer!" Diana called to Artemis, who was now piloting the flying ship.

As they drew closer, lightning flashed. Now they all saw her.

And she obviously saw them. Her face was reflected in the lightning's light.

Diana held up the rope, and Athena nodded. Diana made a tight loop and began twirling it over her head.

"O Fates guide my aim, and let it be true." Diana pleaded.

She cast it out and the loop closed around one of the smallest parts of a fin tightly. Perfect.

Quickly grabbing ahold of it despite the raging squall, Athena climbed quickly up it; hand over hand, until she was safely on board. With a practiced flick of her wrist, Diana snapped the rope back until she had it all again.

"Pull away!" Diana called. Artemis obliged.

"Oh Athena…Oh god… I thought I lost you…" Faith mumbled.

She rushed into her girlfriend's heavily muscled arms and began sobbing feverishly, clutching onto her with every bit of supernatural strength she could muster while Athena stroked Faith's soaking wet hair and held her tightly.

As the others watched, the mysterious rows of fins slowly submerged until they were gone.

"The Breather of Fire." Eppy whispered.


	5. Many Legs Ahoy!

Buffy suddenly sat upward in bed quickly, sweating. Warm arms enfolded her.

"It's okay Buffy, I'm here." Willow said soothingly.

"Willow?" the blonde Slayer whispered.

"Yeah. It's me."

"Where are we?"

"In one of the flying ship's cabins."

"Flying ship? But what about the bugs in the walls? They'll get in my scalp! My scalp!"

Buffy started scratching her head with increasing vigor while Willow tried to stop her but to no avail.

"Buffy! There's no bugs! You're hurting yourself! Giles! Xander! Oz! SOMEBODY!"

The aforementioned men ran in, and when they saw what was happening, they attempted to restrain the insane Slayer, but Buffy's madness enhanced her already formidable strength, and she threw them around the room. Pushing Willow aside, she advanced on Xander, her fists raised.

"No one can stop the bugs! They come with thundering dreams and drums!"

Before she could attack the dazed Xander, a pair of powerfully muscular arms grabbed her in a rear bearhug, pinning her thrashing arms and pulling her from the ground.

"Dreams and drums! Dreams and drums!" Buffy screamed at the top of her lungs, her slender legs kicking.

Helen held her tightly, until, at last, she ceased fighting and started muttering to herself. The Scoobs picked themselves off the floor.

"Thank God for you, Helen." Giles told her thankfully.

Helen nodded at him, and then set her temporary captive down on the bed once more as Giles, Willow, Oz, and Xander gathered around.

Sensing they wanted to be alone, Helen stated:

"I'll be right outside if you need me."

She then took her leave.

Willow watched Helen leave and thought:

Thank God indeed.

"There's nothing we can do for her, is there?" Xander whispered.

"No." Giles answered.

Nothing at all.

The Watcher had never felt so old and helpless.

* * *

The throbbing sky seemed to be watching her. It almost seemed to wink with gleeful enjoyment.

This place is too fuckin' freakyass. Faith thought, staring into the heavens.

But at least the storm is over.

And Cthulhu is gone.

Moving away from the edge of the ship where she had been lounging, she looked around and spotted Athena, Diana, Artemis and Lilith speaking to Eppy. So she strolled over.

"Hey babe." Athena greeted her.

"Hey big girl. What's up?"

"Storm blew us off course friend Faith, and navigation equipment damaged, so we have to wait for daytime to use stars for navigating."

"Oh. Huh." She put her arm around Athena protectively.

"In the meantime, we are all badly in need of food and rest." Diana said.

"No argument from me, Di." Artemis agreed.

"Nor I." Lilith chimed in.

Athena's stomach rumbled ferociously, settling the matter. Faith laughed.

"Come on growly." Artemis scolded Athena, grabbing her wrist and dragging her and Faith off.

Eppy bounded after them and declared enthusiastically:

"Me know good meaty stew recipe! It yummy for all tummies!"

Diana and Lilith watched them go. Then Lilith spoke up.

"Since according to Eppy, dawn is hours away, we should take turns eating and sleep in shifts."

"Precisely what I was thinking."

As the two women spoke, something observed them from afar….

…one of Demona's creatures….

…and through it…Demona herself…

In their turn, Demona and her creature didn't notice they were being watched closely.

Eye stalks jutting out of the water monitored their every move…

* * *

"We were fortunate to find so many survivors." Wesley said, looking back at the impressive group of refugees that followed them. They were from all walks of life, from civilian to soldier.

"Definitely way more than I thought we would. Did you see Sunnydale? Toasted city. Creepy." Dawn chimed in.

"Probably the whole world will look like that if she has her way, one would think." The Watcher remarked.

"How far are we from the bloody cathedral anyway?" Spike grumbled.

Angel suddenly halted, which made Spike bump into him.

"Bloody hell! Why did you stop so abruptly?"

Then Spike quieted without warning.

"We're in trouble, aren't we?" Joyce asked Angel.

"Maybe. Wait here. I'm going to scout ahead, alone…"

* * *

Meanwhile…

Athena, Faith, and the others were fighting for their lives!

It had been nearing daybreak when the storm struck. A frighteningly powerful wind was the first omen put forth by the heavens, snatching the ship in its embrace and tossing around it like a toy that was being played with by a petulant child. Unsurprisingly, all sleepers were awakened when they were tossed from their beds!

Taryn violently fought with the wheel as the tempest assaulted their vessel, so miniscule and impotent compared to its unforgiving and uncaring foe, while the others rushed about, attempting to save the ship, but the increasingly wet and slippery deck and violent motion made that nearly impossible, while the roar of the wind and pitch blackness eliminated all attempts at communication.

They were at the mercy of the elements.

With a vicious jerk, Taryn was thrown to the wood of the deck by a potent gust of air, ripping the wheel from her strong hands. Eppy sprinted to the spinning wheel and seizing it, turned it to the west, or attempted to, which was unsuccessful until Taryn helped.

The squall abated slightly which allowed the flying boat to move forward in an attempt to outrun the wrath of Mother Nature, when She decided to throw them a curveball. A mighty blast of air savagely pushed them forward. Everyone's eyes widened when a flash of lightning illuminated a huge cliff, which they were hurtling toward at pants-wettening speed. They were going to run aground!

Fumbling for the wheel, everyone's hands spun it as fast as they could, even Buffy's, which was enough to barely avoid their spectacular doom. Just as they dodged that obstacle, they and their craft were shoved sideways! They were going for a few minutes, when they slammed into something, bringing them to a teeth-rattling halt. Things became quieter and less frantic, with the wind and waves easing to some degree.

Casting a look about, they soon saw why.

Fortune had smiled on them, aiding them even as Mother Earth strived to obliterate them. That last swipe the tempest took at them had pushed their flying ship into a sheltered cove. The mind-bogglingly high stone walls and narrow entrance shielded them from the brunt of the storm's power and rage.

Before anyone could say anything, there was a loud unidentified noise from somewhere nearby. They all looked at each other. It sounded like the cry of an enormous creature, and the fury of that sound matched the storm's own.

For most of them, that monstrous roar was nearly recognizable…

* * *

This was a trap.

He could feel it even before the claw that nearly swiped his head off, had, well, nearly swiped his head off.

Now he was battling at least seven of Demona's creatures, all determined to make him a tasty lunchable.

As he kicked one in the face, breaking two of its teeth, dodged another's clumsy blow, and hopped over the others, he bounced into an unpleasant sight.

"Hello Liam." Demona greeted him coolly.

* * *

Giles walked out on the deck and sighed a breath of relief.

I truly thought that was the end of us all. The Watcher thought.

As he moved along the drenched deck, he heard voices from the port side of the ship. Reaching it, he looked around and then down and saw Neil's friends standing there on the shore near the grounded boat. They were pointing at the hull and speaking, but he couldn't hear what they were saying.

They must be assessing the damage from that awful storm. Giles mused.

"Hi friend Giles!"

Giles jumped and saw Eppy standing there with cups of water in hand.

"Me sorry friend Giles, me mean to have no startling of you."

"No harm done, except to my blood pressure. Where are the children by the way?"

Eppy made an imitation of human snoring and then handed (tentacled? Nah.) a water cup to Giles.

"Ah. Children always need quite a bit of sleep before they become active again."

"That true friend Giles. Me slept a long time."

Eppy hopped up on the gunwhale and looked down at Neil's friends, then back at Giles, and asked, "They looking at damage?"

Giles sipped his water and nodded an affirmative, then said:

"I armed myself and was inspecting it closely earlier this morning with Ares and Hera who were on watch. It's fairly severe. I calculated we would need at least ten large-sized trees worth of wood to repair it adequately to render the ship sea-worthy once more."

Eppy gasped loudly.

"Why, friend Giles, you have much smartness in you!"

"Oh! Why um, thank you. What a pleasant thing to say."

* * *

"I guess the ship is lowering to the ground because of the extensive damage. Look how bad it is." Helen commented, surveying the holes and tears in the hull.

"That would follow. Me, Hera, and Giles were taking a close look at it this morning. He calculated we would need ten trees to fix it at least, and probably more." Ares said.

"From the look of this we'll never be able to carry that much wood back with any efficiency over that rocky terrain past the beach, and I certainly didn't spot any trees when me, Apollo, and Zeus scouted around earlier." Bellona said.

"How far did you go?" Ares asked Bellona.

"At least a mile, but more likely two."

Neptune whistled lowly, and Apollo and Zeus nodded in agreement.

"Don't worry large Two-Leg friends, me have solution!"

They looked up and saw Eppy and Giles coming towards them, piloting what appeared to be a large rowboat, except it was flying through the air. The craft was towing what appeared to be a large wooden sled. It landed near them and Eppy and Giles got out.

"Where did you get that?" Helen asked.

"It was in storage. It was surprisingly easy to lift, though Eppy shouldered most of the weight." Giles looked down at Eppy.

"You certainly are much stronger than you appear."

"Oh! You too friend Giles!"

"I suppose this was designed for exactly this type of work." Lilith commented, inspecting the sled.

Eppy nodded, and said:

"Yep! Ep! When me heard how bad it was, me knew we need it. Nearest forest very far away!"

"Why would they have these boats below decks for? Wouldn't it make sense to have them above decks in case of an emergency?" Helen asked in puzzlement.

"Apparently, the um, "moon beasts", care only for their lives and so they hoard everything for emergency use for themselves. They do ride below decks only, as we all know." Giles explained.

"Oh."

"How do they get the boats out in a crisis though?" Neptune asked.

Eppy pointed at an unharmed part of the ship's hull, said something in a strange tongue, and the part of the hull it pointed at opened up like a mouth opening. Eppy said another incantation, and it sealed up. From looking at it, you would never even have known it was there.

"Whoa!" Neptune exclaimed.

"That's neat!" Helen exclaimed.

"And that can be done anywhere on the ship's hull?" Artemis inquired of Eppy.

"Yeppers! It very handy!"

"Helen called it right. Cool."

They suddenly heard Xander's voice calling out:

"Hey! Where is everybody?"

"Down here friends!" Eppy called back.

Xander and the other teens' faces appeared over the gunwhale and peered down at them.

"Hey, cool little floating boat!" Buffy observed, and grinned hugely.

As Buffy, Faith, and the teen Slayerettes walked down the ramp, Eppy was speaking:

"The closest woods three miles away, and it pretty small, so no large predators there. Me have used it as rest area on occasion."

"I believe I'll abstain from this excursion. Buffy needs tending to." Giles said.

"Me too. I'll definitely avoid any field trips in this place." Xander said, grimacing. Cordelia nodded in agreement.

"You can't stay here alone, obviously." Helen said.

"Yeah. At least four of us should stay to watch over you." Ares said.

"I certainly won't refuse you." Cordelia said.

"Looks like it's me, Hera, Helen, and Neptune then." Ares said.

"I'm going too." Willow said without warning.

Surprise was a bit of an understatement.

"Wait, Will, what?" Xander said, baffled.

"I'm sorry, I just can't, seeing Buffy like this, I can't…"

Willow looked at Buffy, tears in her remorseful eyes, and then she walked away. Oz hurried after his grieving girlfriend.

"She needs some time to process this. It is too much for her to deal with right

now." Diana explained.

"I think you're absolutely right." Xander agreed. They all looked at Buffy.

Buffy said, "Willow?" in a low voice, then turned to Xander, gently squeezed his nose with her fingers, kneeled down, and started making something in the sand.

Poor B and Red. Faith thought. She saw Athena staring at the sky and walked over to her.

"Athena?" Faith said softly.

Athena looked down at Faith and smiled.

* * *

After the resourcing party left on the sled-towing boat, wielding a formidable arsenal, Helen called to those who remained.

"What is it babe?" Neptune asked.

The heavily muscled blonde pointed at what Buffy had created in the sand:

**DEMONA IS JUST A SHOW.**

**

* * *

**

"Ridiculous feeble Irish vampire. I know the geography of this wretched settlement. And even if I didn't, did you really assume I would not be able to learn of this sanctuary by torture? Every vampire and demon knows of this place where the Master was once imprisoned. Sloppy Liam, very sloppy."

Demona shook her head at Angel in blatant condescension.

Then Angel smiled. It was an Angelus smile.

"Actually, I was counting on it."

Demona frowned curiously.

Angel pulled out something from his pocket and activated it.

A detonator!

There was a massive explosion!

And the ceiling began caving in!

"NOOOOOOO!" Demona roared.

She took a step toward the running Angel but was beaned on the noggin by a literal ton of rubble and collapsed to the ground. More debris fell atop her, burying her.

Her beasts, for their part, were gripped in the throes of panic, which lead to their quick and early demise as Angel's trap did its deadly work.

Angel took a running leap and barely made it to safety as the sunken church was sealed off forever.

As the vampire got up, he heard something very very bad.

The sounds of battle.

"Oh hell."

Angel sprinted around the right corner and down the tunnel.

* * *

"So what kind of wood do we need anyway?" Faith asked Eppy.

"Oh! Any kind of wood will do, Faith friend. After the boats are made, a spell is cast on them to strengthen them and give them flying powers, but if boat too damaged spell is broken, and that why ship sinking. Me know spell to cast, so it no problem. Beasts of Moon teach it to me."

"Cool." Faith commented, smiling.

"You have nice smile friend Faith! Me love to see it!"

"I always thought so." Athena remarked from where she was steering.

Faith smirked at that, and her and Eppy went to stand beside Athena.

* * *

Further down the boat, Willow and Oz were sitting, lost in thought. The redhead was staring back at the direction from which they had come.

"Everybody understands why you went away." Oz said in a comforting tone.

"I know. But I still feel like a rat. Not the squeaking kind of course, but still…"

Oz reached out and turned Willow's face to him.

"It'll all work out. Promise."

Willow just smiled sadly.

"Don't worry friend Willow. It get better!"

Willow and Oz looked down at Eppy.

"Me sorry friend Buffy got mindsick. But we find way to cure her!"

Willow gave Eppy the identical miserable smile she had favored Oz with.

Eppy patted their knees, made a soft meeping sound , and took off.

"Eppy's so sweet." Willow said.

"He's, well, it's, a sweetheart, alright." Oz agreed.

The two teenagers then noticed Artemis watching them. She gave them a thumb-up sign when she noticed they noticed her scrutiny and then moved away.

"Neil's personalities are really nice too."

"True, but they've definitely went far beyond being just personalities now."

"That's true." Willow acknowledged thoughtfully.

* * *

"I wonder if B will ever be okay again."

"Beats me."

"You really don't care what happens to Buffy, do you Athena?"

"Nope. And in this bunch, I doubt I'm alone."

She probably means Hera. Faith mused.

"Why?"

"Why do I despise her so much?"

'Yeah…"

"Because she's a stupid bitch that charges into things without thinking and gets people killed and doesn't give a damn about anyone but herself."

Faith winced. Jesus. she thought. Give it to me straight, why don't ya?

"But that's just the Buffy from TV, right?"

"It's this one too. I see all the signs."

"Athena…"

"I know you care about her Faith, and I'm cool with that. But I don't. Okay?"

"Okay."

Are we having a fight? Already? Fuck! I knew this was…!

Then Athena kissed Faith on the lips and went back to steering the craft.

Then again…

Athena started looking around warily.

Faith paused her train of thought and looked around herself.

"What is it?" Faith asked.

"We're being observed."

* * *

Willow and Oz noticed the alerted reactions of the others and stood up.

"What's up?" Oz inquired of Diana who was walking past.

"Crouch down and arm yourselves. There is a possibility we will be ambushed soon."

* * *

As the soul-carrying vampire arrived back at where he left the others, he emerged in the middle of a massive melee.

Demona's things seemed to be popping up everywhere, as they appeared in a seemingly endless stream and surrounded the hapless refugees, who were fighting them off as best as they could. There was the crack of gunshots, screaming, and ravenous growling as Angel kicked one of the unaware beasties in the back and snapped its spine, and it perished with an almost human scream. Angel fought his way through until he was once more at his peoples' side. Their attackers circled them like hungry sharks.

"Bloody hell! How can there be so many of the damn things?" Spike shouted, as he uppercutted the fuck out of a particularly gooey monstrosity, which sprayed phlegm everyone as it croaked.

"Damned if I know!" Angel shouted back, as he dodged a wild swing from his latest opponent.

In the middle of fighting for their lives, another noisy growl sounded from down the tunnel.

"Oh great!" Dawn grumbled.

But she needn't have worried.

Because the growling came from an assload of demons and vampires who swarmed in from all sides and fell on Demona's ambush force, taking them off guard and inflicting heavy losses upon them.

"Monsters rescuing us from other monsters, there is a certain irony to that!" Wesley commented knowingly.

You think? Dawn thought mockingly.

It took an hour, but with the aid of their demonic allies, they finally stood triumphant over their shared foe. The ground was littered with the dead, but fortunately the majority of those deceased were Demona's troops.

Before anyone could speak, they all heard something nobody wanted to hear.

**"ANGEL!"** Demona roared in a guttural devilish tone. It echoed down the tunnel from the sunken church.

"Fuck me." Angel muttered.

Everyone immediately scattered upon hearing that and Wesley immediately cried:

"Wai-"but was stopped by Angel.

"What they're doing is actually wise. Smaller groups are harder to locate and catch. We can find everyone later, if we survive. Come on!"

Angel took off, with Spike, Joyce, Dawn, and Wesley very close behind.

* * *

Back in Eppy's world…

"See anything?" Willow asked Oz.

"No, but I do smell something…odd. A lot of something."

"Where?" Diana asked Oz.

"Everywhere."

"EP!"

Everyone gave Eppy a quick startled stare.

Eppy hopped of the boat, prompting Athena to stop the craft. It examined something on the ground and then jumped back on the floating vessel.

"What is it?" Apollo inquired of the little creature.

"Me se-e tracks on ground, me hoped me was wrong, so me made closer inspection, but me wasn't. They Many-Leg tracks, and have much recentness in them!"

"M-Many-Legs? Legs? Oh god…" Willow stammered.

Artemis took Willow's hand and turned the girl to face her, speaking in a soothing tone.

"It's going to be okay. Just relax. Master your fear. Fear is in the mind. Relax."

As Oz took her other hand, Willow nodded, inhaled and exhaled forcefully, and then relaxed visibly.

"The same beings that cross into your lands to hunt your kind you spoke of before?" Diana asked.

"The very same, but it strange to find them here. This area so far from their homelands, and none of my peoples live in this area, so why they here? Me never found them here before!"

"They may have come here to flee Demona's predations, one would think." Lilith suggested smoothly.

"Hmm. That make much sense, friend Lilith."

"We better find an alternate route, then. They are so many prints they're probably using this as a sort of road." Bellona commented, studying the soil.

Athena took that as her cue, and quickly swung their vessel about and sped off in the opposite direction.

They didn't make it.

And the reason they didn't make it was because they were encircled almost immediately by an enormous group of Many-Legs, literally dripping with lethal weaponry.

That wasn't the only surprise the Many-Legs had to offer though.

They also had their appearance.

* * *

"Did we lose her?" Dawn asked wonderingly, glancing behind them cautiously.

"Looks that way, Niblet." Spike answered.

Angel and company were creeping down an obviously long-abandoned sewer tunnel, peering around the corner as they went. There was little light here, so the humans were depending on the vampires' enhanced senses to navigate in the eternal twilight of the underground.

"Mr Angel…" Wesley started.

"You can just call me Angel, Wesley." Angel replied, a slightly amused tone in his voice.

"Oh, well then. What exactly occurred in the church, M-Angel? We all heard the blast, and then we were assailed by those infernal horrors."

"As you may have suspected, it was an ambush. Demona was waiting in the church with some of her creatures and they jumped me. But unknown to her, me and a few of the soldiers had went ahead while most of you were sleeping and rigged the church's ceiling with explosives. I had anticipated the Master's former prison might be discovered and so I had wanted a trump card just in case. What I didn't anticipate was the need to utilize it so soon."

"Ingenious! I commend you!" Wesley said approvingly.

"Ass-kisser." Dawn muttered.

The vampires certainly overheard Dawn's snide comment, but Angel ignored it, while Spike smiled to himself in obvious amusement.

"Always thinking two or three leapfrogs ahead, that sounds like you buttercup." Spike said sarcastically.

"Saved your ass plenty of times." Angel replied.

"You two sound like a really old married couple." said a new voice.

Everyone was startled.

"Who is that?" Joyce asked.

The speaker walked into view, and Angel recognized him immediately.

"I thought I knew your voice." Angel said to the newcomer.

"You're the vampire Angel made the deal with." Wesley commented.

"Well, yeah, and I have a name."

"Then why don't you bloody tell us what it is then?" Spike snapped.

The vampire looked irritated, but stated: "Lucas." He turned back to Angel.

"I have a new gathering place slash base. It's in an extensive natural cave system. Since our enemy is searching the sewers, I figure we better head into the caves. They aren't nearly as well-mapped as and a lot larger than the sewers. Hell of a lot easier to hide. There is a break in the wall a few miles down, keep following this tunnel and then go through the break. You should be there in no time."

"But what if she's waiting for us again?" Dawn asked.

"She won't be. I left numerous guards and look-outs there, plus only I know the location."

"Then I'll gather the human survivors and meet you there. Good work." Angel replied.

Lucas grinned disconcertedly and headed back down the tunnel.

Angel waited until he was gone, then walked in the opposite direction.

"Angel? What-?" Joyce started.

"It's not that I don't trust Lucas, well it is that I don't trust Lucas, but I don't want you going to Lucas' base yet until I come back with the survivors."

"Understandable." Wesley agreed.

They were silent, turning down several corridors and around a number of corners until the party reached a huge and thick steel door, which Angel opened. He ushered the humans inside, and then told them:

"Stay here and close and lock the door. Spike and I will find the people and bring them back here. I'll call through the door when I come back to let you know everything is ok. Try to make as little noise as possible."

Joyce, Dawn, and Wesley nodded, then shut and locked the door. Angel and Spike waited until the sounds of the door's numerous locks had stopped, and then headed back the way they came.

* * *

"What in the fuck?" Bellona and Faith muttered at the same time.

The Many-Legs had been moving in but had halted their ominous advance when they had noticed a particular member of the adventurers aboard the boat. Now they had turned to each other and began jabbering in an unknown tongue. Strangely, they were spinning their tongues as they spoke.

The others were looking at the person the Many-Legs had perceived as well, glancing back and forth.

The person they were staring at was Athena herself.

And the Many-Legs?

They all had Athena's _face and head_.

Just like Eppy had Neil's face and head!

And it became clear why Eppy referred to them as "Many-Legs."

They all had arthropod bodies. From insects to arachnids, and there were numerous types. There were Athena-Spiders, Athena-Scorpions, Athena-Ants, Athena-Hornets, and many other kinds!

Faith looked up at Athena, who was as baffled as everyone.

"Girlfriend, they have **your fuckin' face**."

"Interesting." Lilith said.

"How is that possible?" Oz wondered.

"Good question man. I don't even have a clue." Apollo offered.

"Me either. Wild." Zeus agreed.

Willow was unable to comment because she was frozen upon seeing so many…_bugs_.

There were **hundreds** of them.

Athena scanned the still chattering mob and noticed Artemis watching her intently.

Her mother was being more severe in her scrutiny.

What mom? You and Artie don't trust me? That's a laugh and a shit and a giggle.

Fucking hypocrites.

"Are those guns they are training on us?" Oz asked.

"They look like old cameras from the 1930's." Taryn noticed.

"Yes. They discharge bolts of lightning." Lilith replied.

"Then they're those Yithian guns, right?" Taryn inquired of her knowledgeable girlfriend.

"Indeed."

But they are not pointing them at "Eppy", are they? Instead they are covering it with crossbows. How very…curious. Lilith thought.

A large Athena-Spider (or AS) suddenly separated from the crowd encircling them and approached and demanded:

"Who you? What you do in our territory? And why you traveling with a Flipper?"

"A what?" Willow said at last. The large AS, obviously the leader, pointed at Eppy with one of its fingers. It was then that everyone realized they had _actual human hands on the bottom of their two front legs._

"What's wrong with travelin' with Eppy?" Faith demanded.

"It an enemy! And if you associating with it, you enemy by default!"

Before Faith could fire off a retort and further inflame the situation, Diana put her hand on the girl's slim shoulder and pulled her back, looking her in the eyes. Faith nodded and fell silent, and then Diana stepped forward and said to the Many-Legs leader:

"Our vessel was ensnared in a powerful tempest and suffered severe damage, and as a result we had to come ashore to secure wood to repair it. We did not know that this was your territory; the intrusion was not intentional on our part. As for the "Flipper", it is our guide. We are not native to this world; we came from another, and so needed its services to make our way."

The leader looked at the others in its group, and then regarded Diana once more.

"If you not from this world, how you come here?"

"We were banished here."

"By whom?"

"By the being the "Flipper" calls the Bad Lady."

Upon hearing "Bad Lady" there was a ripple of passionate emotions ranging from fear to rage among the assembled Many-Legs. The furor was so intense the leader took several minutes to calm them down before it spoke again.

"Is the Bad Lady from your world?"

"Yes. And she threatens it as well as yours. She has killed many people in our world, and from what the "Flipper" has told us, she has slain many here as well."

"The Flipper told you true. Why she banish you?"

"We attempted to stop her. She defeated us and exiled us here."

The AS leader watched Diana thoughtfully for a moment.

"What kind of creatures is you?"

"We are mammals."

The leader abruptly moved away and rejoined the others. They began speaking yet again.

"I wonder what they're saying?" Willow wondered, echoing the anxieties of everyone else.

"They discussing what to do with us, Willow who is my friend." Eppy answered.

"Oh. Makes sense."

"You were honest Di. That was smart." Bellona said to Diana.

"I thought so."

The leader then moved toward them once more and inquired:

"Why that one have our face?" it asked, gesturing at Athena.

"Truthfully, I do not know."

"You give honest answers, so me see you have wisdom in you, you see, we was testing you, and if you had lying in you, we would have had killings of you and left you to rot here."

Diana did not reply.

The leader studied them for a moment, and then at last announced:

"Me have decided. We take you to our nest and let the elders decide your fate. May the Glittering One and He Who Is Hoary have mercy on you, for we may not."

The other Athena-Arthropods (or AAs) motioned with their weaponry for them to land and come out of the boat. After they complied, they forced them to lay down their arsenal and march. A number of AAs took their discarded weapons and then climbed aboard their craft and activated it, causing it to rise in the air. They then followed the other AAs and their prisoners, piloting the magical craft and using it to keep an eye out for trouble.

"I guess the Glittering One and He Who Is Hoary are two of their gods?" Willow asked Eppy.

"Yep. Two of their most prominent."

"Have no talking in you!" one AA scolded.

Willow and Eppy made a zipping lips motion and they kept walking.

* * *

Back at the crippled ship, an apprehensive figure in the vessel's crow's nest scanned the horizon with a powerful telescope. Seeing no sign of their lost comrades, her unease and frustration began to mount.

"Anything? Anyone?" Giles called up at the observer.

"Nothing. No sign at all." Helen called back down.

"Damnit." Giles muttered. He looked at the others. The worry was like a virulent cancer, devouring all their hopes and expectations.

"They've been gone for more than twelve fucking hours. Too damn long, and now night's drawing on. Since they didn't leave any tracks because they were traveling in that flying boat, they'll be almost impossible to find now!" Ares said forcefully.

"The kingdom for goddamn radios." Hera muttered.

"Agreed. And to be honest, who knows what is lurking out there in the shadows?" Giles granted.

A strident alien bellow rang out suddenly, startling everyone. Pairs of eyes looked around with wary intent.

"What the fuck was that?" Cordelia whispered.

"I'll happily spend the rest of my life not knowin'." Xander whispered back.

* * *

Elsewhere…

"I'm glad they're finally stoppin'. I'm dead on my feet." Faith said in a weary voice. She took off one of her boots and shook it until a pebble fell out. She then put it back on.

"No argument here." Willow and Oz agreed wholeheartedly.

They and their odd captors had finally stopped and made camp for the night in a large beach with numerous caves nearby. There were also numerous large and medium-sized rock piles close at hand. The ocean was plainly visible, making its timeless motion against the smooth shore. Nearby, the main encampment made its nocturnal preparations to settle in for the night, while a number of AA guards watched the sitting "Two-Leggies" and Eppy suspiciously.

"What about those caves, Eppy?" Athena asked.

Eppy looked at Athena and said: "Have no worrying, they very shallow, and not go anywhere underground. Me have stayed in them on occasion."

Athena observed Eppy for a moment.

"Nervous?"

"De-finitely fr-iend. We in deep shit!"

Everyone gawked at Eppy.

"Well, we is. No denying it."

"Where the hell did you learn that wo-"Faith started.

She was interrupted by a disturbance in the camp. With no warning, AA's were skittering back and forth, calling to each other. Everyone stood up, but they were unharassed by the guards, who were distracted by the commotion among their compatriots.

"What the hell is going on?" Apollo asked of no one in particular.

"Got me big guy." Faith answered.

Diana turned to the nearest guard and asked pointedly: "What is happening?"

"Some of our fellows came from sea and told us there is a big Scary in the ocean. It quite worrisome!" it replied in a fearful tone.

"A big Scary Thing? Eppers!" Eppy squeaked uneasily.

They cast their eyes over the scene and noticed new AAs, Athena-Crabs, Athena-Lobsters, and other such sea-going arthropods running around the camp in painfully obvious panic. They had never witnessed these types before.

All eyes, human and otherwise, shifted to the deceptively calm surface of the implacable ocean. All seemed still.

When everyone began to relax and turn and/or move away, a colossal splash sounded out, recapturing the attention of all present. The ocean's surface was extremely disquieted.

"What the fucking hell was that?" Zeus asked apprehensively.

A thunderous bellowing underwater roar seemed to answer him. It echoed over the beach like the voice of an angry god…

"JESUS CHRIST! WHAT THE FUCK IS THAT?" Willow and Faith shouted.

The two girls' screams shattered the spell. The AAs and Eppy started screaming in fear and ran for the rocks in utter haste, cowering behind them, with only the bravest peering out.

"THE BREATHER OF FIRE! THE BREATHER OF FIRE!" they shouted in primal and unreasoning terror. Whatever it was roared again…

"That sound…is familiar…" Lilith commented, scanning the tumultuous sea.

"Huh?" Faith said.

"Yeah… it almost sounds like…" Zeus started.

A small shape darted around them, surprising them, but they soon realized it was only Eppy.

"You okay?" Bellona asked the frightened creature in a concerned tone.

"No, me much scareded, but you not run, so me not run either."

Eppy looked back at the sea, its head snapping back and forth in quick nervous jerks.

Boy, have we got you fooled little guy. Faith thought.

Well, a couple of us anyway.

* * *

Later that evening…

"Fuck! Does all this place do is frigging storm?" Artemis yelled in growing annoyance.

"Seem like it sometimes Artemis friend!" Eppy responded.

After the mysterious monstrosity moved away from shore and vanished, all present soothed their nerves and managed to sleep for two hours minus those standing watch.

Until the mother of all storms struck.

And she brought her husband and children.

The tempest came with hurricane-like winds and torrential rainfall. Thunder and lightning displayed such ferocity and power that one would think Zeus's namesake was venting his wrath upon the land for some unknowable offense.

Faced with this near-holocaust, everyone had fled to the nearby caves for escape and relief.

"This worsted storm me ever seen-!" Eppy began.

And then the earth shook…

"Is that an earthquake…?" Willow asked the others. "It doesn't feel like one…"

"Impact tremors." Lilith replied.

"What does that mean?" Faith wondered.

"Footsteps." Athena and Oz supplied.

"Oh shit." Faith mumbled.

"That thing sounds like it's the size of a fucking mountain!" Bellona said quietly.

They could all now hear the _thoom thoom_ of its massive feet striking the ground.

The "thing" roared loudly, even overpowering the sound of the thunder as it approached their shelter.

"Damnit! I know that sound! But from where?" Zeus growled, frustrated.

"Actually, I think I've heard it before too…" Faith commented, frowning. "Somewhere…"

She scratched her head.

"Oh shit! The ceiling is beginning to cave in!" Taryn shouted.

Everyone looked up quickly and saw the truth. At first a few small rocks fell, and then they were swiftly joined by their larger heavier cousins as everyone darted toward the entrance. But it was already too late.

Despite Taryn's alertness and everyone's quick reactions, they were literally bombarded with stones.

And then the entrance collapsed.

Sealing them in what might become their unexpected tomb…

* * *

"What is that sound? Good Lord! Is that thunder?" Giles exclaimed, the remaining teens hot on his heels as he emerged on deck.

"I don't think so, hoss." Neptune told the older man as he stared into the night.

"That's an animal, for sure." Helen said, looking as hard as she could.

"It sounds damn familiar, but I can't place the proverbial finger on it." Xander commented, puzzled and also annoyed at his own bafflement.

"Me too, I can't quite remember either, maybe from a movie…?" Helen mused thoughtfully.

* * *

A daunting pile of rubble blocked the cave entrance, seemingly impenetrable.

And then it buckled in on itself!

Thanks to quick reflexes, vigilance, and Fate owing them a few favors, they had avoided any real injury. But they definitely had far less of their subterranean shelter to work with now that most of it had fallen. Working quickly, they had cleared most of the blocked entrance away.

While the others kept working, Zeus poked his head out and looked around as he had been instructed. Lightning flashed with no warning, and Zeus's eyes widened.

The monster was only a couple of hundred feet away!

However, the lightning revealed something else to his staring eyes.

A damn familiar silhouette…!

* * *

""Fuck me! I actually saw the damn thing!" Zeus declared loudly after he pulled his head back in.

"How close is it?" Apollo and Bellona asked together.

"Too damn close. Less than two hundred feet away…"

As Zeus was speaking, the others had cleared away the rubble and were now in the process of departing the cave when Zeus said:

"You know it kinda looks like…"

…and then the cave began shaking once more, foretelling its imminent cave in and everyone ran out, _quickly. _ A huge cloud of dust fell on them, as though something huge had burst up from underground…

As they fled, there was an odd roaring sound nearby that nearly perforated their eardrums.

"What in the hell?" Oz cried.

"That must be another monster!" Bellona yelled back.

As the ground shook with increased fury and power, and the cries of the two monsters became more strident and took on an aggressive tone, all present realized the two behemoths were clashing!

"This way friends, follow me!" Eppy shouted.

They tagged along after Eppy as it led them into a large gully which kept out most of the rain because of the dense foliage at the top and was wide and stable enough that there was little chance of it falling on them or having to be concerned about rockslides of any real size.

As they crouched at the gully's way in and carefully watched the battle so they would have a chance to react if it shifted their way, lightning again flashed, briefly revealing the two titanic combatants.

"I've seen this new one as well…" Lilith announced quietly.

So have I. Athena thought grimly.

* * *

At the stranded flying vessel, the others witnessed the lights and the fireworks from their relatively distant position.

"That can't be lightning!" Helen exclaimed.

"Definitely not! It's coming from the ground!" Ares observed and agreed.

"It must be some sort of battle! Good God!" Giles cried out.

Neptune said: "I hope the others aren't in the middle of that!"

No one could disagree.

* * *

Back at the impromptu battlefield, Athena, Faith, Eppy, and the others watched as the two immense beasts fell into the surging and raging sea with a thunderous crash, drowning out the sounds of the storm.

But that didn't cause the apocalyptic struggle to cease.

Which was plainly indicated by the boiling of the water and the electrical crackling and flashing coming from underneath the waves…

...a true battle of monstrous gods and a clash between primal power...

...may the heavens tremble...


	6. Revelations and Hopes

Morning came slowly, seemingly, shining down on a devastated landscape.

All the piles of rocks that once stood proudly had been rent asunder, humbled for all time by the forces of nature, living and otherwise, that had vented their rage, terrifying and implacable, on this land. A cold silence had fallen, as if even heaven and earth were in awe of last night's events. There was no movement to be seen… at first.

Athena and Eppy ventured very cautiously from the intact cave in the gully and peered around the corners of said gully cautiously. The area beyond appeared deserted, and the ocean where the giant monstrosities were dueling seemed still.

They looked at each other and crept back to their shelter. As they entered, the guards (Bellona and Apollo) looked up and nodded at them, and they made their rounds awakening the others.

A few minutes passed, and the entire party emerged and made their way from the canyon. No one, even Eppy, seemed willing to disturb the peace with speech.

As they walked, picking their way carefully over the shattered ground, they came across gigantic tracks, one set they immediately recognized as those of the increasingly-familiar "Breather of Fire."

The other set was created by an unknown creature, and seemed to have been made by a centipede or worm-like beast.

Passing warily around these immense prints, they strolled a little further and Lilith pointed out something with her finger.

The flying boat and the floating sled that had been attached to it.

They had been mangled nearly beyond recognition, undoubtedly by the titanic combatants from the previous evening.

Inspecting and searching the wrecks for ten minutes yielded nothing of any use, and the craft themselves were unsalvageable and unrepairable.

They looked at each other.

Now what?

Back to the ship?

They had gotten only a few hundred feet from the canyon and climbed over an immense pile of rubble at least a hundred feet high that was barring their way when they stumbled across an unpleasant sight.

Well, honestly, they stumbled into each other, so to speak.

As they walked toward another collapsed rock pile in their path and scaled it, Athena made it to the top first…and would definitely reach the bottom first when some loose stones rolled out from under her feet, causing her to slip and fall down the other side and be removed from the others' view.

"ATHENA! FUCK! SHIT!" Faith screamed in terror. As they scrabbled desperately to the top to discover the fate of their comrade, throwing caution to the wind, pained cries in stereo reached their ears:

"OW! GODDAMNIT!"

"OUCH! YOU NO FALL ON ME!"

Looking at each other, they hastened their ascent and peered down.

"Uh oh." Oz remarked.

"What is it, Daniel?" Diana asked, since the others were in her line of view.

Oz looked back at her and said: "Trouble. BIG TROUBLE."

Working her way around her companions, she reached a spot where she could see this "trouble" for herself.

Oh my.

Below was a veritable horde of Athena-Arthropods staring up at them.

As they surveyed the situation, they heard impassioned arguing and shifted their gaze.

Athena and a large Athena-Spider were bickering heatedly. Most likely, this was the AA that Athena had fallen on earlier.

They suddenly ceased their fight and looked up at the "Two-Leggies" and Eppy high above, and then the other AAs leveled their weapons at them (and Athena) and gestured for them to descend.

They had no choice.

"Me must admit, me very surprised you still have life in your bodies after the events of the last evening!"

They were now heading away from the treacherous pile of stones that inadvertently had brought them all back together. The refugees from Earth were once again encircled by armed AAs that forced them to march against their will.

Lilith addressed the leader (who had spoken and also who had broken Athena's plummet previously).

"Your group is smaller than before. Is this all of them?"

The leader nodded.

"Then I assume the others have perished in the calamities of the previous evening."

The leader looked at her and replied:

"Unfortunatlies. The caves that had the bad collapsing had many murderings of them. Now we must free their lifeless forms from the rubbles and put them together and burn them with magic fire so they can be with the gods in paradise."

In other words, a funeral pyre. Artemis thought as she listened to the conversation.

A few minutes later, they had reached the shattered caves. Some of the AAs moved forward and set about their grim tasks. Diana, Lilith, Athena, and the others observed with surprised interest that they didn't always have human hands on the end of their limbs; they obviously possessed the ability to create and uncreate them at will, undoubtedly for ease of movement.

The leader pointed at the ground and said:

"You have good sittings in you. We watching you."

"Please allow us to help you." Diana offered, which took the AAs, Eppy, and the teens by surprise.

Athena, Lilith, and the rest of Neil's friends who were present nodded in assent with what Diana was offering.

"You wanting to have good helpings of us? But we threaten to kill you! Why you not try to have escapings instead? With us fewer in numbers, you could probably get away without much effort while some of us distracted!" the leader exclaimed in astonishment.

"That would be immoral and dishonorable to abandon those who are in need. And you are in need." Diana answered.

The AAs looked at each other.

"We could use the helping." an Athena-Scorpion commented to the leader.

The leader stroked its chin thoughtfully, and then studied Diana and the others, and finally spoke while gesturing with a closed hand with the thumb extended toward where the other AAs were working:

"Knock yourselves out."

A few hours later, the dour endeavor was finally finished. After the fire had burnt to cold embers and they were taking their leave, Eppy walked up to Diana and looked up at her, matching her steps. Diana returned its thoughtful gaze.

"What's wrong little one?"

"Me feel much con-fusion, friend Diana."

"Continue."

"How you help those who threaten to have harmings of us? And have many gleeful devourings of me people? Me not understand!"

Diana pondered Eppy's question for a moment in order to produce the best possible answer and then replied:

"Because compassion must know no boundaries. Even your enemies are not exempt from this in the proper circumstances. We lost nothing by helping the Many-Legs, while gaining something in return: their trust and respect. By doing this, we have showed them that we do not have to be enemies, we can become allies instead. A founding principle of true morality is the willingness to help those who attack you, who curse you, who spit in your face. When you do this, something wondrous and beautiful occurs, true friendship. You bring a light to those in the darkness of hatred and anger on both sides, and peace, happiness, and harmony come to all. And as a result, the killing stops, which helps everyone, you and them, and which allows both of you to turn your attention to more productive pursuits as you enter an era of cooperation and friendship. We learned this on our world after much bitter struggle, and we are the happier for it. Everyone learned to co-exist, and your people and the Many-Legs can do this too. You must, or neither of you will survive. Feuds mean nothing when all have perished. Learn to talk and work out solutions to problems and solve them together, rather than battle over them. When you can do this, you will treasure the results."

After Diana had finished her answer, Eppy cocked its head at her, and then looked away. Diana could tell however, that it was deep in thought about what she had said.

It was not the only one. The AAs had overheard her thoughtful and honest answer and were pondering it as well.

Her response contained ideas none of them had ever considered before…

Three uneventful days later…

As the party moved down the trail, they could hear what could only be the sounds of a great deal of creatures moving nearby. As they rounded a curve and looked down, they saw the source…

…a city!

The city had tall and massive stone walls surrounding it, with an enormous metal gate that currently stood open. There was a watchtower at each corner and every few hundred feet of the wall, providing an excellent view for sentries. It was obvious they were manned, and on each side of the towers there seemed to be larger versions of the AAs lightning guns, one each to a side. They could also see guards patrolling the thick walls.

"Home sweet home!" one AA declared happily!

Home was situated on a flat plain not far from the coast, and surrounded by hills of various heights. As they approached, the exiles from Earth could see a great river flowing sluggishly near the town, with a great many AAs drinking from it or loitering around it for unknown purposes, perhaps catching food or washing themselves. The AAs were not alone, there were also a number of dinosaurs drinking and/or splashing further downstream. A lone pterosaur flew overhead, sounding a mournful wail.

"What kind of dinos are those?" Faith asked Athena.

"Hadrosaurs, think of them as basically big scaly cows."

As Faith watched, she noticed that a few of the dinos must have been tame, as the AAs were riding them like they were horses. Huh.

Their advance did not go unnoticed. A great horn was blown, its low deep sound echoing through the valley, causing the AAs at the riverbank to look in their direction. There was an immediate uproar, with much screeching, growling, hissing, and other noises which were beyond description. The hadrosaurs looked up at the commotion and let forth a sort of a braying/mooing cry.

Moving across an immense stone bridge over the river and reaching the other side, they were immediately encircled by the curious and wary creatures, which never came too close, but still too close for comfort. There had to be thousands of them! They noted the crowd was not only composed of the AAs they had already seen, but of many other types, some were even flying around, easily avoiding the guards' attempts to keep the mob at bay and buzzed right over their heads! Unlike their guards, they were all of varying sizes as well.

As Willow nervously looked around, she saw something curious.

There were smaller AAs hanging on some of the larger ones, but always to their type, small Athena-Spiders hung on larger Athena-Spiders, little Athena-Scorpions clung to bigger Athena-Scorpions, etc. But why?

It's almost like they're protecting the- Duh Willow! The tiny ones must be youngsters like Eppy, and the big ones are their parents! Geez.

As Willow studied them, she noticed one youngling who was quite bold.

Unlike the other children, who hung well back from the captives, this one moved right up to them, studying them quite intently before it was finally ran off by their captors.

There was something else unusual about it.

It was the only land AA with a red body.

Weird. Willow thought.

As they passed through the massive wooden gate, the inquisitive multitude followed them through, pressing in on all sides. The bold red AS kept stride with them, looking at the captives again and again.

Moving through the city, they could not help but notice its peculiar architecture. While not nearly as disturbing as Nyogtha's temple, it was still unsettling to gaze upon.

They continued their forced march to the center of the settlement and then they saw it.

"The Citadel of the Elders." the AS leader almost whispered in awe, its eyes wide.

A massive building, a story taller than any of the others, loomed before them. Its shape was as alien as all the other structures they had witnessed. From the way they were being herded, it was obviously their destination.

The mob fell back to some degree, perhaps out of respect for the edifice, but followed them inside.

As they went through the open entrance, the guards shadowing them every step of the way, glancing at the metal doors which were ajar, and moved through a short hallway, they emerged into a huge chamber and received a welcome surprise.

"Buffy! Xander! Giles! Cordelia! They caught you too huh?" Willow said in surprise.

The named turned around quickly, equally surprised, their own guards turning with them.

"Unfortunately, or fortunately, depending on how one views it." Giles replied, smiling in relief that they were unharmed.

"Where's-"Bellona started, then the ones she was about to name were ushered into the council room by armed guards.

"Oh thank God! We were worried sick about you!" Helen exclaimed in obvious relief.

"Same here!" Apollo answered, equally thankful.

"How did they catch you anyway?" Athena asked.

"They swarmed over the vessel early in the morning while it was still dark, overwhelmed Ares and Hera who were standing guard, and then moved below decks where they captured the rest of us unawares while we slept, then they repaired the ship and sailed it here with us aboard. That was three days ago."

"They've been holding you here since then?"

"Pretty much. They've been waiting for the elders to return. It took them two days to acquire the necessary materials and fix the ship, and then they sailed here on the morning of the third day. We've only been here probably less than twenty-four hours. They made sure to keep us all in separate cells."

"Well, aren't they smart?"

"Looks that way doesn't it?"

"I'm grateful everyone's okay." Faith commented, smiling.

Helen and the others smiled at her, and Helen ruffled Faith's dark hair in a sisterly way.

Faith smirked and put her hand on Helen's ass in response, to which Helen gave her an askance smile, and Faith grinningly removed her hand.

As the city's residents piled in behind them, filling the chamber, Faith looked around the immense room.

There were no chairs or their equivalent present, so it was apparently standing room only. On one end stood what appeared to be a large stage, with three raised circular dais on it. The dais each had a row of incomprehensible symbols on the front of it. Some kind of writing, maybe? Faith wasn't sure. Behind the stage there was a strangely shaped doorway, extremely wide and tall, and perhaps this would be where the elders would come from.

She then noticed something on the stage that made her freeze.

"Oh god." she whispered.

_There was a statue of fucking Cthulhu there_.

"Don't worry. It's not Cthulhu." Athena assured Faith without looking down at her.

"How do you know?" Faith asked.

"It's made out of crystal; therefore it's a statue of Kthanid. Kthanid is Cthulhu's enemy. Just relax, baby. I don't think we'll see Cthulhu again."

How the fuck can she be so sure? Is she just tryin' to soothe my nerves?

Before she could reply, there was the sound of a loud… something. The noise sounded alien and distorted to her human ears.

The elders had come.

It was time for judgment.

While they watched, two immense AAs appeared, one was an Athena-Spider, while another was an Athena-Scorpion. Both of their hair was gray, an obvious sign of advanced age. The Athena-Scorpion was clearly the larger of the two.

The third elder was a complete surprise.

"It's a cat!" Willow said in surprise.

"What the hell?" Cordelia exclaimed.

To be more specific, it was an old and enormous calico tomcat. Its body bore several jagged scars, including one on top of its head.

The tomcat watched them thoughtfully.

"Why is there a cat up there?" Giles wondered.

Before the others could reply, Eppy, who had been looking around and not watching the stage, glanced at Giles because of his question, looked at the stage and spotted the feline.

Its reaction was immediate.

Eppy let out a horrifying screech, startling everyone present, and leapt upon Bellona's massive shoulder.

"What's wrong?" Bellona asked the frightened Eppy.

Eppy glanced at all of them, and then pointed at the cat on stage and answered with: "They make me nervous friend Bellona."

"Why?" Apollo asked.

"Yeah man. It's just a cat." Zeus commented.

"The Meowers tend to murder my peoples, friends Zeus and Apollo."

It shuddered, and then looked at Bellona.

"Mind if me stay up here, Bellona who is my friend?"

"Not at all."

"But why is a cat there?" Oz wondered.

"Remember that man Lovecraft we discussed back on the boat?" Athena responded.

"That famous horror writer from the 20's and 30's who wrote about a number of the beings we've encountered, like Cthulhu?"" Oz asked.

"The very same. He was a cat lover and created an entire cat civilization in his stories."

"You mean that feline is sentient?" Giles asked, disbelief evident in his tone.

"It is."

"Are you serious?" Faith asked her girlfriend.

"Deadly serious, honey."

"And I thought this place couldn't get any weirder." Buffy remarked, in a rare lucid moment.

"Yep. So get ready." Athena replied.

"We're about to be judged by two big-ass bugs with my face and a beaten-up ratty old tomcat."

As the party watched the elders, they noticed that among the onlookers, a number of other cats had appeared, quietly watching the proceedings with their cool gaze.

The leader of the patrol that had captured them moved to the elders and communicated with them in their weird tongue for a few moments, and then moved away as the Athena-Scorpion turned its gaze upon the prisoners and spoke:

"Me am the Grand Elder, the leader of this community. Who would speak for your strange forms?"

They looked at each other and Diana moved forward.

"I would speak for us."

The Elder nodded, and said:

"Me have been told of what you said to our patrol. Is this true in you?"

"Yes."

"The patrol leader told us of your kind deed to us. Why would you do this? Do you possess another motive besides kindness in your mind?"

"Indeed I do. I wanted to demonstrate something we refer to as diplomacy, and how it can used to settle differences even between the deadliest of foes. I know you must practice this with those who believe as you do, but I wanted to demonstrate and tell that diplomacy, or negotiation, can take place even with those who are or are inclined to be your opponents."

The audience and elders looked at each other in curious puzzlement at her insightful words.

"The patrol leader told us of this bizarre concept that comes from you. It very interesting, but how we cooperate with enemies? There no common ground between us."

"But there is, Grand Elder."

"Please have explaining in you."

"You share the same enemy. We all know of whom I speak."

The audience and elders shifted uncomfortably at her statement.

"The Bad Lady is opposed to everyone, to all of us. She commits horrible atrocities and sacrilege, and enslaves all our people. As I see it, Elder, she must be stopped, and quickly, or we will all be her slaves, and worse. We must stop opposing each other, for if we do not, we will lose everything. Our children, our homes, our sacred places, our freedom, even our very lives; will all be for naught if she has her way."

Diana looked around the chamber meaningfully and then back at the elders.

"We will all be extinct, and she will build her empire on our corpses."

There was a tense silence.

The tomcat suddenly yowled softly, and the other two elders looked at it, then at each other, and back at Diana, and then conferred amongst themselves briefly, before the Grand Elder addressed Diana once again:

"The Meowie elder says he sees great wisdom in you and your speech, we agree, and we see no deception in your body, plus there is the fact that you helped us with our dead when you did not have to. As a result, we spare you, all of you, even the Flipper. As for your alien idea, we must-"

The Grand Elder was suddenly interrupted by that indescribable sound that had announced their arrival earlier, but this time the racket was so intense it filled the room! The entire chamber erupted into an overwhelming din of screeches, hissing, and growling!

"What the-!" Artemis started.

"We under attack! To arms!" the Athena-Spider elder cried.

Before their eyes, the AAs and cats vacated the chamber with incredible speed. The Earth natives and Eppy glanced at each other and ran after them. As they emerged from the Citadel, they were witness to sheer pandemonium in action.

Heavily armed AAs skittered about; organizing themselves with military precision as other armed AAs with children hanging on them scurried into buildings and closed the doors. Frantic cats weaved in and out of the AA crowds. There were tremendous crackling noises, presumably weapon fire, screaming, yowling, hissing, and growling, the roar of powerful winds, and a peculiar piping noise.

"Good lord! What is assaulting them?" Giles cried.

"In this place, could be anything Giles." Bellona replied, surveying the chaos.

"UH OH!" Eppy cried, looking into the sky.

Everyone looked at their little friend and then looked up themselves.

"HOLY MOTHERFUCKING SHIT! WHAT THE FUCK IS THAT? WHAT THE FUCK IS THAT?" Xander and Faith shouted simultaneously. Giles and the teens faces became bleach white as they nearly pissed themselves in horror.

"WINDIES! THEY HAVE GREAT POWER OVER THE AIR!" Eppy answered, shaking in raw and primal terror.

"Oh my god…" Helen whispered.

"Fucking flying polyps." Lilith and Diana said grimly.

"Motherfucking flying polyps." Neil's other friends said.

As they watched, the polyps, which appeared and disappeared from view, seemingly at random, and accompanied by an abhorrent piping sound, descended upon the city like a plague of loathsome and diseased locusts.

They had come to feast.

Willow and Xander had seen a great number of cringe worthy things ever since they had started adventuring with Buffy and Giles. Their home town was a frightening place at times.

But it was nothing compared to this. They had seen horrors in Eppy's world that had threatened to rip the stability of their minds to shreds.

What they were witnessing now definitely fell under that dreaded category of "mind-shredding terrors"!

The "flying polyps" were like great columns of alien flesh, they had eyes spread seemingly at random all over their bodies, but the majority of their eyes were at the top of their headless forms, which possessed a disturbing plasticity. The polyps were limbless except for tentacles which appeared and disappeared seemingly at will. As they watched in horror, a flying AA was clutched in the tentacles of one polyp, its screaming body slowly shriveling as though fluids were being drained from it, and then the hapless creature was brought to the polyp's massive mouth filled with razor-sharp teeth, and then _consumed._

Willow and Xander whimpered in primal fear and collapsed to the ground, frightened beyond belief.

Buffy, Faith, Giles, Oz, and Cordelia looked ready to join them.

As they continued to watch, they noticed some AAs seemed to struggle against an invisible force, making it difficult to flee as polyps descended upon them, while others who were firing on their horrifying and disgusting assailants were blasted by the same force, knocking them around and injuring them, if not outright killing them.

Power over the air, that's what Eppy stated. Giles thought in a strangely detached manner.

The Watcher suddenly realized that Eppy and Neil's friends were no longer among them.

Looking around, he saw Neil's friends had sprung into action, scooping up the strange lightning weapons from the corpses of fallen AAs and opening fire on the polyps!

Of Eppy, there was no sign.

Good lord, they have the hearts of lions! Giles thought.

Neil's friends, with faces seemingly made of stone, concentrated their fire, bringing one polyp down after another! They fell to the ground with inhuman shrieks, twitched, and lay still, their bodies smoldering.

As Giles continued to observe, he saw something that transformed his fear to rage!

The damned things were not only devouring the adults, but the children as well!

Giles determinedly marched over, grabbed a lightning gun, and opened fire immediately on those bastards!

The teens must have seen what Giles had and came forth with the same emotional reaction because they followed his example!

The people from Earth were like an unstoppable tidal wave, gunning down one polyp after another!

Elsewhere…

A group of AA children, their protectors slain and their weaponry destroyed, skittered frantically through the chaotic streets, led by the seemingly fearless red AS from earlier as they desperately sought a viable hiding place. Screams of the dying and dead bodies seemed to surround them without end.

In the heat of battle, vulnerable innocents such as them did not go unnoticed.

The red AS glanced up and screeched a dire warning! The other children glanced up and they all increased their speed.

A polyp had noticed them, and even now was descending upon them.

In their panic, the other children broke away from the red AS and ran down another way. The red AS ran after them, pleading with them not to go that way.

Why soon became clear, as they found themselves at a dead end. A huge pile of rubble blocked their path, and it would be extremely treacherous to climb even for them, as it was very unstable.

Attempting to turn around, they found the opportunity to escape denied them.

Their fate was blocking the way out with its massive, hovering form, its multiple mouths snapping with feverish eagerness.

The AA children backed up as far as they could go, shaking in mortal dread as the polyp approached.

All but one.

"You not scare me!" the red AS declared. It picked up and threw rocks with its multiple hands and spat webbing at their assailant. The polyp screeched in angry surprise.

But its brave stand would be short-lived.

The annoyed monstrosity conjured forth a powerful blast of wind and used it to pick up the feisty AS and slam it against the debris barring the way. It fell to the ground, stunned.

The polyp emitted a horrifying howl, savoring the taste of flesh.

The children put their hands over their eyes.

And then there was a scream of inhuman agony.

The children put their hands down and stared in complete surprise.

As they watched, a lightning bolt struck the monster and it backed off _quickly_.

Looking around, they saw the last thing they expected to see.

"It's that Flipper!" the recovered red AS shouted in astonishment.

The other AAs stared in shock.

It was indeed Eppy!

"You no harm Many-Leg babies Windie!" Eppy, who was standing on top of a nearby building, declared as it used the lightning gun it had acquired on the polyp.

The polyp snarled and counterattacked with its winds, but Eppy somehow seemed to anticipate them and evade every attack, all the while firing back.

Finally, with a defeated groan, the polyp sank to the ground, _very,_ **very, **_**DEAD. **_

Eppy jumped to the ground and looked back at the amazed AAs and said:

"You come with me! Me get you to safety!"

They looked at each other, and the red AS said:

"Quit hesitating! You know it tell truth! C'mon!"

As the children emerged from the newly created alley, the red AS looked at Eppy and stated:

"Me think you kind of crazy, but thanks!"

The people from Earth and Eppy's brave stand and ironclad determination rallied the AAs and cats, and unlike other occasions, the battle lasted for only hours, not days.

The polyps used all their formidable abilities to gain their feast, but it was ultimately for naught. Between the cats casting magic and the lightning weapons, they were soon overwhelmed.

Not one polyp survived.

One could argue that the worst part of any battle was not the battle itself, but the aftermath.

That was how Diana felt as she and the others moved through the city, assisting as much as they could. When in the heat of the battle fury, one was blinded to the carnage, the staggering death, destruction, and misery.

But once you came down and your spirit cleared of the lust for blood, the blinders fell from your eyes with a cold vengeance.

The dead and dying littered the ground like leaves during the fall season.

The wounded were even more numerous.

The humans wept at the sight, and even Neil's friends felt their emotions stirred at the suffering of the AAs.

Even deities devoted to war would be sickened at this scene. Diana thought.

She felt someone pull gently at her pant leg and glanced down.

It was the small bold red AS from before, looking up at her.

She knelt down to its level, and asked:

"What is it, child?"

"Why water come from their eyes?" it asked, pointing at the humans.

"They're expressing sadness over this terrible tragedy." Diana replied, indicating the landscape with a sweep of her hand.

"Oh."

It thought for a moment.

"Why no water come from yours and the other big ones' eyes?"

"We express ours in a different way."

The red AS rotated its head 360 degrees a couple of times, and then turned away, satisfied with her response.

Diana almost immediately noticed something that lifted her grim spirit.

Eppy was running from wounded AA to wounded AA, from wounded cat to wounded cat, healing their injuries, much to the AAs and cats blatant shock.

"That Flipper helping us again!" the red AS exclaimed.

"So I see." Diana replied.

As night approached, and the awful tasks of dealing with the dead were completed, the elders moved toward Athena, Faith, Buffy, Eppy and the others, and the Grand Elder stated:

"Great service has been done for us by your hands, and you have proved youselves true friends and allies. In return, we give you back your vessel, and also provide you with a small group of our strongest and most skilled to help you on your quest. But for tonight, please stay with us; you obviously need food and rest to recover from your labors."

"We humbly accept your offer." Diana responded, bowing.

"Yes, thank you. We are very grateful." Giles replied.

The elders bowed in response, and the Grand Elder indicated an Athena-Hornet, who flew over and landed near them.

"This one lead you to your quarters, rest well new friends, you leave on the morrow."

With that, the elders departed, and the AH led the travelers from Earth and Eppy to their rooms.

They were not unaware that the feisty blood-red AS was following them.

After a brisk walk, (or flight in the AHs case), they caught sight of their new accommodations.

The building was only one story tall, but quite broad, implying a vast amount of room. There were several windows with open wooden shutters, and a doorway with a closed and strong wooden door that had obviously been reinforced with metal of some kind. It appeared to be steel to Athena's eyes, but its color was very unusual, like no color she had ever seen before, which made her think otherwise.

Their guide landed at the door, opened it, and crawled inside with the Two-Leggies on its heels (so to speak). Eppy was contentedly riding on Bellona's heavily muscled shoulder once more, its head darting back and forth in a characteristic manner.

They almost instantly entered a large chamber, obviously a bedroom of some sort as (surprisingly) there were actual beds here! Giles and the teens' eyes lit up at the sight.

"Damn, that's a welcome view!" Xander exclaimed joyfully.

"I'm astonished there are beds like this here." Giles commented.

"Oh! Me see your puzzlement! To be honest, we not make this building, or even this city. We find it abandoned after we fled the Bad Lady and her armies. The beings who built it must have had your shape. We modified the city extensively since then, but they some parts in remote places like this structure we leave alone because we have no need of them yet."

"Oh! Did you ever discover anything else about the previous occupants?" Giles asked.

"Very little, but what we did uncover of them suggests they was Pointy-Ears."

"Pointy-Ears?" Buffy giggled, and then started picking her nose.

The AHs head spun a few times in reaction to Buffy's behavior.

Perhaps that head revolution indicates confusion. Diana observed thoughtfully.

"Pointy-Ears? Me have heard of them! They have great and powerful empire far to the south! And me have heard they BAD news!" Eppy remarked energetically.

"Your hearing quite accurate small Yum-Yum! We have dealings with them in the past, but they sadistic, amoral, and untrustworthy. They led by an emperor with very pale skin and red eyes, he powerful sorcerer, and have a dark blade which absorb the souls of others! Or at least that what me heard, so admittedly that part may be rumor."

Neil's friends looked at each other. It sounded like it was describing _Elric of Melnibone_.

Cordelia, who had lost interest in the conversation, suddenly smelled herself, and stated loudly: "UGH. I need a bath, pronto."

"Well, you in luck. There a path behind this building that lead to hot pools. They very refreshing!"

"Cool! Lead the way bug-thing!" Cordelia remarked cheerfully.

"Bug-thing?" the AH asked.

"Don't pay her any attention. She's a little stupid." Hera replied casually.

Cordelia glared at Hera but (probably wisely) held her tongue as they were led out of the room.

As they were led to the pools, they noticed AAs following them, but still at a distance.

Except for the bold one of course, who had fallen in step beside them.

Faith looked down at it in amusement, and said to it:

"If ya gonna get this chummy with us, then you need a name."

It looked up at her and replied:

"But me already have one."

"Well I figured that, but I like to give everyone a nickname."

"Oh. Well what your nickname for me?"

"How about…Spidey?"

"Spidey? Hmm, it kind of catchy in a weird way, but alright."

"Spidey like Spider-Man?" Athena observed with amusement.

"Yeah, why not? Kinda fittin', don't you think?"

"Can't argue with that logic."

"Who Spider-Man?" Spidey inquired.

"A fictional hero in our world." Athena answered.

"Oh. Well, I really like my nick now!"

"Wait. You two know who Spider-Man is?" Xander asked, surprised.

"Doesn't everyone?" Athena replied smoothly.

Coming to the end of the path, they saw their destination below them and realized their building must be on a small hill. Moving down the slope, a fact quickly became readily obvious.

"Wow! These pools are HUGE!" Willow exclaimed, amazed.

"Me always thought so." The AH commented. It bowed to them and then flew off.

"Oh dear." Giles said suddenly.

"What's wrong?" Helen asked him.

"There are only two pools here…and well…"

"We're going to have to get naked in front of each other?" Willow realized in horror, completing Giles' thought.

"You mean you not naked now?" Eppy asked in puzzlement.

"Nope." Oz replied.

"Oh…me get it!" Spidey commented.

"You do?" Eppy asked.

"Sure! They wearing garments!"

"Oh! Of course! Like the Scaly Necks!"

The other AAs, who were still hanging back, overheard this and started conversing among themselves in their strange tongue.

"It looks like we'll have an attentive audience for our bath." Apollo noted.

Giles and the teens (except for Faith) started to redden in embarrassment at the thought of stripping down in front of each other.

"Why their faces become that color, large Two-Leg friends and Faith friend?" Eppy asked.

"They're humiliated that they have to get nude in public with other people around." Bellona replied.

"Oh! Ep! That…odd."

"I always thought so. Prudish people can be so…annoying."

"Well…strip! Haven't got all day!" Faith said gleefully.

"Forget it, you lesbian pervert!" Cordelia shouted in response.

"Shall I offer a solution? We have two pools here that are separated by a wall. How about the men go to one and the women go to another? Does that sound good?" Athena reasoned.

Neil's other amigos and Faith shrugged in agreement, while Giles replied with: "That sounds reasonable."

Buffy and her friends apparently also agreed, because they nodded. With that settled, the women headed for the pool on the right and the men headed for the pool on the left. Eppy, realizing Bellona would be undressing, hopped down from her shoulder and ran up the hill where it could get a good look. Spidey evidently had the same thought because it followed Eppy up the hill and sat beside it. The other AAs assumed analogous positions.

Once they were on opposite sides of the stone wall, they began to undress.

Athena and her sisters, so to speak, stripped down without hesitation. Buffy, Willow, and Cordelia stared at their incredible and perfect bodies, and immediately felt VERY insecure.

But that wasn't the only reason they stared.

"I can't believe how…_**muscular**_…they are. Zoinks!" Buffy almost shouted.

"I don't think buff is a strong enough word. They put all my past jock boyfriends to shame, **effortlessly**." Cordelia agreed.

Willow simply felt very uncomfortable, and well…_flushed._

God, why was her skin so hot?

Damnit!

Faith just looked amused at the other girls' reactions, and began to take off her clothes as well.

Over on the men's side, Giles, Oz, and Xander had a similar disbelieving reaction.

"They certainly are…fit." Oz stated.

Xander and Giles just moved their heads up and down dumbly.

Fit was a massive understatement, one could definitely say.

_**Very definitely say**_.

The water was definitely hot, but in a pleasant way, and extremely soothing to their bodies. It was rather like a natural hot tub, to say the least.

"Finally, some pampering." Cordelia breathed happily.

"Too true." Buffy agreed.

Willow was silent; feeling rather relieved there was now a distinct lack of visible nakedness.

Cordelia abruptly noticed Hera was watching her with an odd smile on her face. She actually felt herself blush!

Stupid lesbo amazon. Cordelia grumbled to herself.

Hera smirked broadly and closed her eyes.

After an hour (fine, two hours!), Faith was the first to emerge from the water when she saw their discarded clothes were being inspected.

Eppy was sniffing and rummaging through their clothing in obvious curiosity. It put Buffy's shirt on its head only for it to slide down its neck and cover its body instead.

Smiling mischievously, Faith picked up her panties and flicked them at Eppy.

"EP!"

Eppy looked at her with Faith's panties hanging half-off its face and made a questioning noise.

Faith grinned, and laughed loudly when Eppy flicked her undergarments back at her; the panties bouncing off her prodigious chest.

Eppy grinned back at her, and resumed its investigation, which Spidey joined in on shortly thereafter.

"Put my bra down!" Cordelia demanded of Spidey. Spidey's reaction was to launch the bra at Cordy's head, which irritated her more and made Faith laugh more.

Spidey winked at Faith and smirked.

After they thoroughly washed their soiled outfits and headed back up the hill, wet attire in hand and wearing dry and comfortable robes the AAs brought them, and reentered the building where they were staying, they were taken aback to find bowls of steaming meat stew and cups of cold water waiting for them.

"Where did this come from?" Giles asked.

"Ep! They wondered what you ate, so me told them while you were bathing!" Eppy answered.

"They did offer to feed us." Artemis reminded Giles.

"That's true. I had forgotten."

"Old age calling again, Giles?" Buffy teased.

Giles mock-glared at her but smiled to himself.

After they had eaten and hung out their garments to air-dry, and with night falling, they crawled under the soft covers, and laying on the extremely comfy beds and pillows, they soon fell into contented slumber.

As they slept inside, Eppy lay on the roof of their quarters, their valiant and watchful little guard.

And Spidey, for its part, watched these bizarre two-legged creatures and their Flipper companion with thoughtful interest.

Neil and Diana were making love.

When they reached the climax of their passion, Neil said: "You cannot win."

"What?" Diana breathed huskily.

Diana, without warning, found herself walking along a great cliff, hand-in-hand with her former husband. Neil stopped unexpectedly, prompting Diana to pause as well.

Neil pointed at something in the fog, a fog which seemed to arrive out of nowhere.

Diana looked.

And beheld a great shape, a shape which steadily enlarged as it drew nearer.

Neil looked at his ex-wife, who returned his intense gaze.

"You cannot win without the help of the Dragon in the Sea."

Diana stared back at this great Dragon as it loomed over them.

Its mouth opened.

Diana's green eyes snapped open.

Slowly sitting up, she glanced down at Artemis, who was sleeping soundly beside her. Silently, she moved out of the bed so as not to disturb her lover, and walked to one of the windows, what passed for sunlight here illuminating her nude and powerfully built body.

She watched the foreign sky, blood-red in hue, with that odd crackling object in the heavens. The sun, a raging ball of black, regarded her, indeed all, with a cold indifference.

And pondered.

The Dragon in the Sea, and the Breather of Fire.

One and the same.

Diana then realized another inescapable fact.

Everyone except her was slumbering in their beds.

Except her daughter that is.

Diana departed the room and opened the door to their building with great care.

Athena was sitting Indian style on the earth, a hundred feet from the entrance, staring at the firmament, surrounded by darkness. Her bare figure, rippling with muscles, reflected the evening light in an eerie fashion.

Athena felt her mother observing her with that cool gaze.

She smiled.

The night rolled on.

The moon rose, signifying morning, coaxed the sleepers from their rest and forced them to embrace a new day.

"I can never get over the fact that you can see the moon in the day here and the sun at night." Willow said, staring at the surreal sky (well, surreal to the travelers from Earth, anyway).

"Yeah, I'll never get used to this place." Buffy agreed. She then began to spin in circles for no apparent reason.

"She comes in and out, doesn't she?" Helen said, making Willow jump in surprise.

"Y-Yeah. But the times she's well, "out", gives me reason for hope."

Helen smiled.

"Me too. I didn't mean to scare you."

"It's okay. Distracted by this weird sky this morning."

The other woman just nodded, and replied: "Eppy's world is a dreamlike combo of Alice in Wonderland and Silent Hill, that's for sure."

"Silent Hill?"

"Horror game."

"Oh, appropriate."

Helen opened her mouth to respond, when Eppy came bounding in. Its entrance, oozing with frantic energy, caught everyone's attention.

"What's wrong, Eppy?" Helen asked it.

Eppy looked at each of them, and very hesitantly answered:

"Me not want to ask you, because me know your world in great danger as well, and you want to get back there, and me know me promised to help find way to return you to your home, but-"

"You wish for us to abet you in stopping Demona and liberating your people." Lilith interrupted.

Eppy looked at her and nodded in assent. It appeared extremely ashamed of its request.

"There is no need to feel culpability for what you have asked of us. You have helped us greatly. Why would we not return this favor?" Lilith said.

"Besides, everybody already decided a long time ago we would help out anyway, little guy." Apollo added.

Eppy looked at them all again, and saw nothing but support and friendship in each face. Without warning, it began to drool prodigiously.

Before anyone could make a confused (or nauseated, in Cordelia's case) remark, Spidey skittered in, saw what was happening, and stated: "That drooling mean it overjoyed and overcome with emotion."

"OH!" they replied.

"Mommy was right, Flippers are very emotionals, but anyhoos," Spidey continued, "the ship is ready and rarin' to go!"

Hours later, after they had dressed and their Athena-Hornet guide had led them to the port, they stood in front of the ship facing the elders of the city one last time.

"We placed supplies and weapons on your vessel to help you, and provided some of our best peoples to give you aid as well, as promised." the Grand Elder said to them.

"Thank you." Diana replied earnestly, "We will never forget your kindness to us."

"And we also not forget your kindnesses. Have safe journey, and may the gods watch over you and give you success in all you do."

The tomcat yowled softly.

"What did he say, if I may ask?" Giles inquired.

"He say he pray for you." The Athena-Spider elder responded.

"Oh, please tell him I said t-thank you."

The AS elder gave Giles a thumbs-up sign.

"May me speak, Grand Elder?" Eppy asked.

"You may."

"Me hope what has happened here will start new era between our peoples, an era of peace and friendship for all."

The Grand Elder looked at its fellows, and then said:

"We will see."

Eppy bowed, and then boarded the vessel. The others followed suit with the bowing and boarding, and then once they were all aboard and every preparation satisfied for their departure, the ship pulled away from the dock and set sail. Eppy, its companions from Earth, and the AA crew waved to the elders and the huge crowd of AA well-wishers on the dock as the vessel moved away.

While Diana observed the multitude, she was surprised when she noticed the tomcat elder bow specifically at her.

"Did he bow exclusively to you?" Artemis asked Diana.

"So he did."

Further down the deck, Faith, Athena, and Eppy were doing their own scanning of the cheering AA horde.

"That's funny." Faith said suddenly.

"What's that, babe?" Athena asked.

"I figured Spidey would see us off."

"True, it got pretty fond of us. For some reason, it kept calling me surrogate Mommy and hitching a ride on my shoulder all day."

Faith grinned at the memory.

Unknown to them at the time, however, they would be seeing a great deal more of that particular AA.

Can you say…stowaway?

A day later…

"You know this ship seems to be moving at a better clip than before." Athena remarked.

"We are zoomin', alright!" Faith agreed.

"Me always heard Many-Legs great at ships, me guess that true." Eppy commented.

"Of course we are, you silly Flipper." A passing AA said.

Eppy stuck out its tongue and shut one of its eyes when the sarcastic AA wasn't looking, which made Faith and Athena smirk.

The alarm bell rang without warning, making everyone look around. Lilith was ringing the bell and pointing at something on the horizon.

What was there got everyone's adrenaline pumping (or its equivalent).

Dozens of flying tentacled blobs were there, and fast approaching.

"Bad Lady creatures!" the AAs cried out. They swiftly readied their lightning guns.

"Uh-oh!" Eppy yelled. It dashed for the armory, and Buffy and gang followed suit.

Faith and Neil's gang prepared themselves, raised their weapons, aimed…

…and fired!

Bolts of electrical force streamed out, crackling and arcing, and claimed their first victims.

Demona's flying horde returned the favor.

Energy beams tore into the flying vessel, shredding the hull and deck. Several AAs were struck and died piteously.

Below decks, the impacts of the attacks knocked Giles and his young friends from their feet even as they scrambled to reach the armory. As they attempted to regain their footing, they were thrown to the other side!

"Damnit!" Xander swore.

"Seesaw! Seesaw!" Buffy screeched.

Willow was the most unlucky of them all, colliding with an old chest, which popped open without warning, and disgorged a surprise inside!

Willow stared at the little creature that was standing on her chest.

"Uh, hi." Willow said.

"Hello." Spidey greeted.

As Athena piloted the badly damaged and sinking flying vessel toward land, their attackers circled the ship like voracious vultures circling a dying animal.

Faith, Neil's other buddies, and the remaining AAs were fighting them off as best they could, but they didn't seem to be having much luck as Buffy, Spidey, and the others reappeared on deck and added their firepower to the battle.

"Take this you ugly fucks!" Cordelia growled as she fired.

I knew there was something I liked about you princess. Hera thought as she used her own weapon.

"We're almost to land. Try to hold them off for a few seconds more!" Athena shouted.

Unfortunately that was when their weapons ran out of charges. As they began to hurriedly reload or draw a secondary weapon, one of the blobs raised a swollen tentacle and discharged a shimmering sphere. The sphere swallowed up and vaporized the few left over AA troops and then detonated, creating a huge hole that ran all the way through the ship! Everyone else was violently pitched into the ocean by the immense blast force!

With everyone sputtering and treading water (except Eppy of course), they were completely open to their assailants' next assault!

Or were they?

Eppy pulled a small crystal from inside its body and focused on it, and it began to glow a sickly green. The crystal then disintegrated.

The flying vessel of the Beasts of the Moon began to shine with a similar tint, and a slimy, oozing radiance slithered forth and swallowed Demona's amazed and totally taken off-guard blobs, vaporizing them with a nauseating corrosive effect. Their agonized screeches peaked and then dropped off as they and the ship vanished without a trace as though they never existed.

"What the fuck was that?" Ares asked Eppy.

"Se-lf-de-structing. Weapon of last resort. Can no use it when we on board, but when we off…"

Eppy didn't need to finish.

As they swam to shore, which was less than a hundred feet away, Spidey, who was hanging onto Athena, declared, "Ugh! Me hate water!"

"Then why stow away?" Faith asked.

"Me was bored."

"Ah."

Walking ashore, they spotted more bad news.

A sizable force of Demona's critters was waiting for them, and wasted no time in coming after them.

As they beat feet, they bumped into the last thing they wanted to see.

An impassable gorge which extended for miles in both directions.

"This not here before!" Eppy declared loudly.

Trapped!

"What can we do? What can we do?" Cordelia asked the others, sheer desperation coloring her voice.

"The only sensible thing we can do." Athena answered.

She drew two curved blades from the scabbards on her back, one short and one long, and whirled them around in her hands.

"ATTACK THEM HEADON!"

With that declaration, Athena charged the slavering and ravening horde, emitting a horrible, bloodcurdling laugh.

Spidey, sitting on Athena's heavily muscled shoulder, covered its face with its hands.

"EPSSSSS!" Eppy squealed.

"YOU ARE BEYOND INSANE!" Buffy screamed after her. But then she began giggling hysterically, hefted her battleaxe, and charged after the seven-foot Amazon.

"CHOP! CHOP! CHOP! CHOP EM UP!" Buffy cried gleefully.

Just "beyond?" Helen thought sarcastically.

"ATHENA! WHAT THE FUCK ARE YOU DOING?" Faith shouted, and ran after Athena and Buffy.

"GODDAMNIT!" Ares shouted.

"DAMN IT, ATHENA! YOU FUCKING NUTCASE!" Bellona screamed at the top of her lungs.

"BUFFY!" Willow shouted in fear.

"BUFFY! WAIT!" Giles cried, in a shocked and horrified voice.

"ARE YOU CR-never mind, stupid question." Xander amended.

Everyone else was simply aghast.

Then Hera suddenly darted forward with a furious shout, and the others followed in her wake.

They couldn't, wouldn't, let their friends fight alone.

No matter the odds.

Demona's marauders paused to take measure of this cackling lunatic who was charging towards them. They were uncertain how to react to such boldness, seeing how they had been running virtually roughshod over all they encountered with minimal resistance.

Athena took advantage of their surprise to leap into the middle of them, her swords flashing.

And those flashes… brought death.

Thirty of their number had fallen to Athena's terrifyingly skillful attacks before they began to react.

By then, they had another problem.

Buffy hopped into them, her axe swinging, literally going lumberjack on their asses.

Then everyone else arrived.

Hera growled, slashing away with her scimitar, and soon the bodies piled up around her.

"Don't have Demona to save your asses now, do you, you fucking useless little bitches?" Hera snapped furiously.

Ares dispatched any monster in his way with well-timed knife attacks.

Bellona grabbed one single-eyed creature, and used it to batter any nearby enemies to death, before snapping its neck and tossing its beaten corpse into a crowd of the loathsome monsters, sending them to the ground in a display of awesome strength. She then retrieved her curved blade that had been knocked from her hand and cut the top half of another gibbering monstrosity's skull off, slicing through it like it was an overripe melon!

Taryn, wielding a massive double-bladed axe, swung it in two savage circles, dismembering and beheading a whole circle of enemies with brutal efficiency.

Lilith seemed to be in multiple places at once, and every time her small axes moved, another opponent breathed no more. She had a cold amused smile on her lips.

Swords moving with such speed and grace that they literally seemed invisible, Artemis made certain that none who opposed her would live to regret their folly.

Never being where she was supposed to be, Diana made evading attacks and then killing her attackers seem like simple child's play.

Zeus broke one monster's back and threw it aside, then thrust his sword through his next attacker with such force that half of the blade erupted from its shuddering back!

Apollo slashed with a short sword held in one hand while he used a monster's spiky arm as a makeshift club in the other, hitting a fatal home run with each swing.

Helen shattered one monstrosity's kneecap with a well-placed kick, but before it could register the pain, she cleaved its skull open, while Neptune sliced a multi-armed creature's arms off before slashing its belly open, spilling its guts.

Faith fought to reach Athena, her desire to stand by her lover's side giving her the power to overwhelm any foe, no matter how fearsome!

Spidey spat webbing and stung any adversaries who ventured too close, making them easier for the others to defeat.

Giles showed his skill with a sword, holding his own against his bigger and stronger foes.

The other Scoobies swung wildly, trying to keep the vile critters at bay.

One finally caught the teen Scoobs' weapons and disarmed them easily, but before it could do more, a pair of slim tentacles wrapped around its throat and broke its neck. It sank to the ground and fell on its face, dead. Curiously, its body changed from black to grey as it gave up the ghost.

Xander and the others looked at their savior in blatant shock.

"Don't worry friends, me save you!" Eppy cried.

It handed them their weapons and they headed back into the melee.

But no matter how well they did, they were simply too many to overcome.

On the other hand, they weren't trying to overcome them.

Just get through. And at that, they succeeded brilliantly.

Because the next thing Demona's creatures knew, the prey their mistress had commanded them to snare was escaping!

The largest one, obviously the commander, pointed at Athena, Buffy, and the others, and roared loudly.

And with that the chase was resumed…


	7. Epilogue: A Fearful Hope

Running for their lives, they immediately had to halt.

Before them was the ocean.

Behind them was death.

As they were trapped between Demona's advancing, frothing, and gibbering monstrosities and the haze-choked sea, a strange blue light began shimmering in the ocean through the mist, surprising everyone, including Demona's army, who paused in confusion and trepidation.

"What the fuck is that?" Faith yelled.

"Ooh, pretty!" Buffy giggled.

The ocean water began boiling.

Everyone began backing away.

The blue light changed to white and began flashing, like lightning in the sky. It made a thunderous noise. The light was so bright that they were forced to look away, while Demona's minions jumped at the growing commotion.

"EP!" Eppy cried, while Spidey screeched and covered its eyes with a pair of hands.

A blue energy beam suddenly burst out of the sea, shooting into the sky, causing all present to instinctively duck. Then what could only be an enormous and sinuous tail rose from the water and slammed back down with frightening force as a huge monstrous shape rose from the slowly raging sea with an ear-shattering roar! The fog dissipated abruptly as though banished by an angry god, and the monster was fully revealed!

"THE BREATHER OF FIRE! RUN FRIENDS RUN!" Eppy shouted in terror.

"MAKE TRACKS TWO-LEGGIES!" Spidey pleaded loudly.

"That roar, it was in my dream…" Faith whispered.

Athena looked at Faith askance, stunned.

"I don't fucking believe it!" Zeus shouted.

"No fucking way." Nearly everybody else except Giles and Xander said.

"You gotta be freaking kidding!" Xander screamed.

"That's fricking-"

"-GODZILLA!"

Godzilla roared again, and the heavens rumbled in responsive agreement…

**To be continued…**

(Roll End Credits Here)


End file.
